Common use of The Guaranty Clause in Contracts

The Guaranty. 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 the Borrower pursuant to 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 the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Subsidiaries, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Agents and the Lenders (collectively, the “Lender Creditors”) to enter into this Agreement and the Lenders to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, in recognition of the Guarantors direct benefits to be received by Holdings from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, Holdings hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety: (i) to the Lender Creditors and any applicable Indemnified Person the full and punctual prompt payment when due (whether at the stated maturity, upon by acceleration or otherwise) of all Obligations described in clause (x) of the definition of “Obligations, including, without limitation, (i) the principal of ”; and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under to each applicable Guaranteed Creditor, the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations described in connection with Facility LCs, and clause (iiiy) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as definition of “Obligations” (collectively, the “Guaranteed Obligations”). Upon If any or all of the failure Guaranteed Obligations of Holdings to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, on order, on demand, together with any and all expenses which may be incurred by the Borrower to pay punctually Administrative Agent and the other Guaranteed Creditors in collecting any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Guaranteed Obligations. This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Agreement Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives 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, then and all benefits and defenses under CC Section 2809 and in such event Holdings agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon Holdings, notwithstanding any revocation of Borrower Notwithstanding this Credit Agreement Party Guaranty or any other provision of this Guarantyinstrument evidencing any liability, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Secured Bank Product Obligations in recognition of the Guarantors direct benefits to be received by each Credit Agreement Party from the proceeds of the Revolving Loans and the entering into of such Secured Bank Product Obligations, each Credit Agreement Party hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Obligations, including, without limitation, (i) the principal Relevant Guaranteed Obligations of and interest on each Loan made any Credit Agreement Party to the Borrower pursuant Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Credit AgreementAdministrative Agent and/or the other Guaranteed Creditors, (ii) obligations owing under or in connection order, on demand, together with Facility LCs, any and (iii) all other amounts payable expenses which may be incurred by the Borrower under the Credit Agreement Administrative Agent and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all Guaranteed Creditors in collecting any of the foregoing being referred to collectively as the “Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Agreement Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives 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 any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Credit Agreement Party agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Agreement Party, notwithstanding any revocation of Borrower Notwithstanding this Credit Agreement Party Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance 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 the Borrower pursuant to 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 the other Loan Documents, and including(iii) the punctual and faithful performance, without limitationkeeping, observance, and fulfillment by the Borrower of all Rate Management Obligations (but excludingof the agreements, for conditions, covenants, and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower Borrower, or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due (due, whether at stated maturity, upon acceleration or otherwise) , of the Obligations, principal of and Make-Whole Amount and interest on (including, without limitation, (iinterest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the principal Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and interest on each Loan made subsequent to the commencement of any proceeding against or with respect to the Borrower pursuant to under any chapter of the Credit AgreementBankruptcy Code), indemnification payments, expenses (iiincluding attorneys’ fee and expenses) obligations owing under or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with Facility LCs, and (iii) all other amounts payable by the Borrower enforcing any rights under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) 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 (x) the failure by the Borrower to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beNote Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable irrevocable, unconditional, present and unconditional continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Each Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the Guarantors hereby waives 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 and all benefits and defenses other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under CC Section 2810 and agrees that by doing so Guarantors shall the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be liable even if Borrower had no liability paid such amounts to the Holders, in lawful money of the United States of America, at the time of execution of any 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 Loan Documents or thereafter ceases to be liable. Each payment of Guaranteed Obligations) together with interest (in the Guarantors hereby waives any amounts and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, extent required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such Notes) on any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountdue and owing.

The Guaranty. Each In order to induce the Agents, the Collateral Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements in recognition of the Guarantors direct benefits to be received by each Credit Agreement Party from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Designated Interest Rate Protection Agreements, each Credit Agreement Party hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Obligations, including, without limitation, (i) the principal Relevant Guaranteed Obligations of and interest on each Loan made any Credit Agreement Party to the Borrower pursuant Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Credit AgreementAdministrative Agent and/or the other Guaranteed Creditors, (ii) obligations owing under or in connection order, on demand, together with Facility LCs, any and (iii) all other amounts payable expenses which may be incurred by the Borrower under the Credit Agreement Administrative Agent and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all Guaranteed Creditors in collecting any of the foregoing being referred to collectively as the “Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Agreement Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives 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 any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Credit Agreement Party agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Agreement Party, notwithstanding any revocation of Borrower Notwithstanding this Credit Agreement Party Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

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

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Secured Hedge Counterparties to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors direct benefits to be received by each Credit Agreement Party from the proceeds of the Loans, the issuance of the Letters of Credit and Bank Guaranties the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each Credit Agreement Party hereby agrees with the Lenders and the Secured Hedge Counterparties as follows: each Credit Agreement Party hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. For the avoidance of doubt, the “Relevant Guaranteed Obligations” of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the U.S. Borrower pursuant to 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 the other Loan Documents, and includinginclude, without limitation, all Rate Management Obligations (but excluding, for of the avoidance of doubt, all Excluded Swap Bermuda Borrower under this Agreement and such Obligations) (. If any or all of the foregoing being referred Relevant Guaranteed Obligations of any Credit Agreement Party to collectively as the “Guaranteed Creditors becomes due and payable hereunder, each Credit Agreement Party unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Agreement Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives 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 any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Credit Agreement Party agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Agreement Party, notwithstanding any revocation of Borrower Notwithstanding this Credit Agreement Party Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by the Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Lenders as follows: the Company hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to 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 the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Guaranteed Obligations of the Subsidiary Borrowers to collectively as the “Guaranteed Obligations”)Creditors. Upon If any or all of the failure by Guaranteed Obligations of such Borrowers to the Borrower Guaranteed Creditors becomes due and payable hereunder, the Company unconditionally promises to pay punctually any such amountindebtedness to Agent and/or the Lenders, subject to any applicable grace or notice and cure periodon demand, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives together with any and all benefits and defenses under CC Section 2810 and agrees that expenses which may be incurred by doing so Guarantors shall be liable even if Borrower had no liability at the time Agent or the Lenders in collecting any of execution the Guaranteed Obligations. 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 Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives 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 Borrowers), then and all benefits and defenses under CC Section 2809 and in such event the Company agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that of Borrower Notwithstanding binding upon the Company, notwithstanding any other provision revocation of this GuarantyGuaranty or other instrument evidencing any liability of any Borrower, and the Company shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Secured Hedging Obligations in recognition of the Guarantors direct benefits to be received by each Credit Party from the proceeds of the Loans and the entering into of such Secured Hedging Obligations, each Credit Party hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Guaranteed Creditors as follows: each Credit Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Obligations, including, without limitation, (i) the principal Relevant Guaranteed Obligations of and interest on each Loan made any Credit Party to the Borrower pursuant Guaranteed Creditors becomes due and payable hereunder, such Credit Party, unconditionally and irrevocably, promises to pay such indebtedness to the Credit AgreementAdministrative Agent and/or the other Guaranteed Creditors, (ii) obligations owing under or in connection order, on demand, together with Facility LCs, any and (iii) all other amounts payable expenses which may be incurred by the Borrower under the Credit Agreement Administrative Agent and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all Guaranteed Creditors in collecting any of the foregoing being referred to collectively as the “Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives 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 any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Credit Party agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Party, notwithstanding any revocation of Borrower Notwithstanding this Credit Party Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Credit Party shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsLetters of Credit, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Swap Obligations and Banking Services Obligations, and (but excludingiv) the punctual and faithful performance, for keeping, observance, and fulfillment by the avoidance Borrower of doubtall of the agreements, all Excluded Swap Obligations) conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amountamount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each other Loan Party as may be needed by such Loan Party from time to time to honor all of its obligations under the Guarantors hereby waives any Credit Agreement and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the other Loan Documents or thereafter ceases to be liable. Each in respect of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger such Swap Obligation (but, in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantyeach case, the amount guaranteed by each Guarantor hereunder shall be limited only up to the extent, if any, required so maximum amount of such liability that its can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations hereunder shall not be subject to avoidance and undertakings under this Section 548 of the Bankruptcy Code or 2 voidable under any applicable state Uniform Fraudulent Transfer Actfraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Guarantied Obligations shall have been paid in full and the Commitments shall have been terminated and all Letters of Credit shall have expired or been terminated or canceled. Each Qualified ECP Guarantor intends this Section to constitute, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitationsand this Section shall be deemed to constitute, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention a guarantee of the parties hereto that any rights obligations of, and a “keepwell, support or other agreement” for the benefit of, each other Loan Party for all purposes of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountSection 1a(18)(A)(v)(II) of the Commodity Exchange Act.

The Guaranty. Each of the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, as a primary obligor and not merely as surety, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the following (collectively, the “Guaranteed Obligations”): (a) all Obligations of the Foreign Borrowers, including, without limitation, (i) the principal of and interest on each Loan made to the any Foreign Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsfees on each Letter of Credit issued to any Foreign Borrower pursuant to the Credit Agreement, and (iii) any obligations of any Foreign Borrower to reimburse LC Disbursements and to provide cash collateral with respect to Letters of Credit, (iv) all other fees and other amounts payable by the any Foreign Borrower under the Credit Agreement and the other Loan Documents, and including(v) the punctual and faithful performance, without limitationkeeping, all Rate Management Obligations (but excludingobservance, for the avoidance and fulfillment by each Foreign Borrower of doubt, all Excluded Swap Obligations) (all of the foregoing being referred agreements, conditions, covenants, and obligations of such Foreign Borrower contained in the Loan Documents, and (b) all Secured Swap Obligations and Secured Banking Services Obligations of any Foreign Borrower; provided, however, that for any Guarantor, the Secured Swap Obligations shall not include Swap Obligations that constitute Excluded Swap Obligations with respect to collectively as such Guarantor. Without limiting the generality of the foregoing, the “Guaranteed Obligations”)” shall include all interest, fees and other amounts described in foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership, examinership or other similar proceeding, regardless of whether allowed or allowable in such proceeding. Upon (x) the failure by the any Foreign Borrower to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beSwap Agreement or Banking Services Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger As used in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to following terms have the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.meanings specified below:

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder, and in recognition of the Guarantors direct benefits to be received by each Credit Agreement Party from the proceeds of the Loans, the issuance of the Letters of Credit, each Credit Agreement Party Guarantor hereby agrees with the Lenders as follows: each Credit Agreement Party Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal any and all of and interest on each Loan made its Guaranteed Obligations to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under Guaranteed Creditors. If any or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Guaranteed Obligations of any Credit Agreement Party Guarantor to collectively as the “Guaranteed Creditors becomes due and payable hereunder, each Credit Agreement Party Guarantor unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Agreement Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives 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 all benefits and defenses under CC Section 2809 and in such event the respective Credit Agreement Party Guarantor agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Agreement Party Guarantor, notwithstanding any revocation of Borrower Notwithstanding this Credit Agreement Party Guaranty or any other provision instrument evidencing any liability of this Guarantythe Borrower, and each Credit Agreement Party Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guaranteesGuarantor, jointly and severally severally, hereby unconditionally and irrevocably, until the Termination Date (or such earlier date such Guarantor is released from this Guaranty in accordance with the other GuarantorsSection 18), guarantees as a primary obligor and not merely as a surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Secured Parties. If any or all of the ObligationsRelevant Guaranteed Obligations become due and payable hereunder, includingsuch Guarantor, without limitationunconditionally and irrevocably, (i) the principal of jointly and interest on each Loan made severally, promises to pay such Relevant Guaranteed Obligations to the Borrower pursuant to the Credit AgreementSecured Parties, (ii) obligations owing under or in connection on first demand, together with Facility LCs, any and (iii) all other amounts payable expenses which may be incurred by the Borrower under Secured Parties in collecting any of the Credit Agreement Relevant Guaranteed Obligations. This Guaranty is a guaranty of payment and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for not of collection. For the avoidance of doubt, all Excluded Swap Obligationsthe Guarantee provided hereunder constitutes an undertaking of third person’s obligations (üçüncü kişinin fiilini taahhüt) as regulated under Article 128 of Turkish Code of Obligations (all of the foregoing being referred to collectively as the “Guaranteed Obligations”Law No. 6098). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Secured Party for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives 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 Issuer or any other Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event each Guarantor agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Guarantor, notwithstanding any revocation of Borrower Notwithstanding this Guaranty or any other provision instrument evidencing any liability of this Guarantythe Issuer or any other Guaranteed Party, and such Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed so repaid or recovered to the same extent as if such amount had never originally been received by each Guarantor any such payee. No failure or delay on the part of any Secured Party in exercising any right, power or privilege hereunder shall be limited operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Secured Party would otherwise have. Except as otherwise explicitly required hereby or by any other Note Document, no notice to the extent, if any, required so that its obligations hereunder or demand on any Guarantor in any case shall not be subject entitle such Guarantor to avoidance under Section 548 any other further notice or demand in similar or other circumstances or constitute a waiver 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 rights of any Guarantor’s obligations hereunder pursuant Secured Party to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountfurther action in any circumstances without notice or demand.

The Guaranty. Each The Guarantor hereby guarantees to each Lender, each Issuing Bank, the Administrative Agent and their respective successors and assigns the prompt payment in full of all unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Guarantors hereby irrevocably Loans and unconditionally guaranteesinterest accruing after the filing of any petition in bankruptcy, jointly or the commencement of any insolvency, reorganization or like proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and severally all other Obligations of each Borrower to the Administrative Agent, any Issuing Bank or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any Letter of Credit, any other Loan Document or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel to the Administrative Agent, any Issuing Bank or any Lender that are required to be paid by the Borrowers pursuant hereto) or otherwise, in each case strictly in accordance with the other Guarantorsexpress terms hereof (such obligations of each Borrower being herein collectively called, in respect of such Borrower, the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent, the Issuing Banks or the Lenders in enforcing any rights under this Article XI. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by a Borrower to the Administrative Agent, the Issuing Banks or the Lenders under this Agreement and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Borrower. In addition, the Guarantor hereby further agrees, as an independent obligation, that, if a Borrower fails to pay in full and punctual payment when expressed to be due (whether at stated maturity, upon acceleration or optional prepayment or otherwise) any of the ObligationsGuaranteed Obligations strictly in accordance with the express terms hereof, includingthe Guarantor will promptly pay the same, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under any demand or in connection with Facility LCsnotice whatsoever, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty any extension of time of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution or renewal of any of the Loan Documents or thereafter ceases Guaranteed Obligations, the same will be paid in full when expressed to be liable. Each due (whether at stated maturity, upon acceleration or optional prepayment or otherwise) in accordance with the terms of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code such extension or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountrenewal.

The Guaranty. Each of the Guarantors The Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with guarantees to each Noteholder the other Guarantors, the full due and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) in full of the Obligations, including, without limitation, (i) the principal of of, Make-Whole Amount, if any, and interest on each Loan made (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower pursuant to Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Credit Agreement, Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (ii) any other sums which may become due under the terms and provisions of the Note Agreement, the Notes or any other Note Document (all such obligations owing under or described in connection with Facility LCs, clauses (i) and (iiiii) all other amounts payable by above are herein called the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “"Guaranteed Obligations”"). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and The guaranty in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty preceding sentence is an absolute, irrevocable present and unconditional continuing guaranty of payment and not of collectibility and is not a guaranty in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of collectionthe Notes or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Noteholders 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 Note Agreement. Each default in payment of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantyprincipal of, the amount guaranteed by each Guarantor hereunder shall be limited to the extentMake-Whole Amount, if any, required so 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. The Guarantor hereby agrees that its obligations hereunder shall not the Notes issued in connection with the Note Agreement may make reference to this Guaranty Agreement. The Guarantor hereby agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including attorneys' fees) which such Noteholder may incur or be subject to avoidance under Section 548 as a consequence, direct or indirect, of (i) any breach by the Bankruptcy Code Guarantor or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining by the limitations, if any, on the amount Company of any Guarantor’s obligations hereunder pursuant to warranty, covenant, term or condition in, or the preceding sentenceoccurrence of any default under, it is this Guaranty Agreement, the intention of Notes, the parties hereto that any rights of subrogation, indemnification Note Agreement or contribution which such Guarantor may have under this Guaranty, any other agreement Note Document, together with all expenses resulting from the compromise or applicable law shall be taken into accountdefense 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 or enforceability of this Guaranty Agreement, the Notes, the Note Agreement or any other Note Document.

The Guaranty. Each of the Guarantors Credit Parties hereby irrevocably and unconditionally guarantees, jointly and severally with guarantees to each Lender and the other Guarantors, Agent as hereinafter provided the prompt payment of the Credit Party Obligations in full and punctual payment when due (whether at stated maturity, upon as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. The Credit Parties hereby further agree that if any of the ObligationsCredit Party Obligations are not paid in full when due (whether at stated maturity, includingas a mandatory prepayment, by acceleration or otherwise), the Credit Parties will, jointly and severally, promptly pay the same, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under any demand or in connection with Facility LCsnotice whatsoever, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty any extension of time of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution or renewal of any of the Loan Documents Credit Party Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or thereafter ceases otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to be liable. Each the contrary contained herein or in any other of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this GuarantyCredit Documents, the amount guaranteed by guaranty obligations of each Guarantor Credit Party hereunder shall be limited to an aggregate amount equal to the extent, if any, required so largest amount that would not render its obligations hereunder shall not be subject to avoidance under Section 548 of the U.S. Bankruptcy Code or under any comparable provisions of 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 sentencehereunder, it is the intention of the parties hereto that any rights of subrogation, contribution, indemnification or contribution reimbursement which such Guarantor may have under in respect of this Guaranty, any other agreement or applicable law shall be taken into account. To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate guaranteed obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following payment in full in cash of the Guarantor Payment and the guaranteed obligations (other than Unliquidated Obligations), the termination or expiry of all Commitments and termination of this Credit Agreement, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the excess of the fair saleable value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors as of such date in a manner to maximize the amount of such contributions. The foregoing is intended only to define the relative rights of the Guarantors, and nothing set forth herein is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Guaranty.

The Guaranty. Each Subject to the limitations expressly set forth herein, each of the Guarantors Culligan and Astrum hereby irrevocably and unconditionally guarantees, jointly and severally with unconditionally guarantee for the other Guarantorsbenefit of the Buyer, the prompt payment and performance in full and punctual payment when due by the Sellers of all of the Sellers' obligations of any kind or nature under Article 9 of the Purchase Agreement, subject to all of the conditions and limitations applicable to the Sellers set forth therein; provided, however, that (whether a) the Buyer shall have first notified the Sellers that such payment and performance from the Sellers is due and owing pursuant to the terms of the Purchase Agreement; and (b) Astrum shall have no obligations or liability under this Section 1 unless and until either (x) Culligan's Shareholders' Equity (as defined below) shall be less than $70,000,000 for the twelve-month period ending on the month ending immediately prior to the date of determination, or (y) if Culligan asserts or claims at stated maturityany time that Culligan's obligations under this Section 1 is unenforceable against it (or any similar assertion or claim) or that Culligan does not have the financial capability to perform its obligations under this Section 1 in a timely manner (or any similar assertion or claim); provided, further, upon acceleration or otherwisethe occurrence of any event referred to in clauses (x) and (y) above, Astrum shall thereafter be unconditionally obligated to guarantee the obligations of the Sellers to the extent set forth in this Section 1 (without the benefit of subparagraph (b) of this Section 1). "Shareholders' Equity" means for the Obligationsapplicable period, including, without limitation, the difference between (i) the principal product of (x) the net income of Culligan plus any and interest on each Loan made to all interest, taxes, depreciation and amortization which were deducted in determining the Borrower pursuant to the Credit Agreement, amount of such net income and (y) 6.5 and (ii) obligations owing under or in connection with Facility LCs, and the aggregate amount of indebtedness for money borrowed (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives including any and all benefits and defenses under CC Section 2810 and agrees capitalized lease obligations), all as determined in accordance with generally accepted accounting principles consistently applied; provided that by doing so Guarantors shall be liable even if Borrower had no liability at the time stock of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this GuarantyCulligan is publicly traded, the amount guaranteed by each Guarantor hereunder Shareholders Equity shall be limited to mean the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 product of multiplying the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or number of outstanding common law. In determining the limitations, if any, shares of Culligan on the amount date of any Guarantor’s obligations hereunder pursuant to determination by the average closing trading price on the thirty trading days preceding sentence, it is the intention date of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountdetermination.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond Xxxxxx and all other amounts payable under any Permitted Bond Xxxxxx shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the any Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all Banking Services Obligations and obligations of any Borrower or Subsidiary owing to any Lender or any affiliate of any Lender under any Swap Agreement, (iv) all other amounts payable by the any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by any Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of such Borrower contained in the avoidance of doubt, all Excluded Swap Obligations) Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Obligations”). Upon (x) the failure by the any Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no primary obligation, indemnify the Holders of Obligations immediately on demand against any cost, loss or liability at the time of execution they incur as a result of any Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees date when it would have been due (but so that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors direct benefits to be received by each Guarantor from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each Guarantor hereby agrees with the Lenders as follows: each Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal any and all of and interest on each Loan made its Relevant Guaranteed Obligations to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under Guaranteed Creditors. If any or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Relevant Guaranteed Obligations of any Guarantor to collectively as the “Guaranteed Creditors becomes due and payable hereunder, each Guarantor unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations”). Upon the failure by the This Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Borrower Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives 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 any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Guarantor agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Guarantor, notwithstanding any revocation of this Borrower Notwithstanding Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any Affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”) (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a guaranty). Notwithstanding anything to the contrary in any Loan Document, the guarantee provided by each of Microchip Technology LLC and Silicon Storage Technology LLC, so long as each remains a Foreign Sub Holdco, shall be without recourse to voting Equity Interests in excess of 65%, in the aggregate, of Microchip Technology Malta Limited.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, as primary obligor and not as surety merely, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the ObligationsObligations (other than Obligations arising or incurred to the Lenders or any of their Affiliates under any Swap Agreement or any Banking Services Agreement), including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, Agreement and (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations Documents (but excluding, for the avoidance of doubt, all Excluded other than any Swap ObligationsAgreement or any Banking Services Agreement) (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure periodperiod to the extent applicable, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower had no liability at the time of execution of or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees date when it would have been due (but so that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the ObligationsIndebtedness, including, without limitation, (i) the principal of and interest on each Loan made to the each Borrower pursuant to the Credit Third Lien Term Loan Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the each Borrower under the Credit Third Lien Term Loan Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations obligations under Swap Agreements, and (but excludingiii) the punctual and faithful performance, for keeping, observance, and fulfillment by each Borrower of all of the avoidance agreements, conditions, covenants, and obligations of doubt, all Excluded Swap Obligations) such Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “"Guaranteed Obligations”Indebtedness"). Upon (x) the failure by the Borrower any Borrower, or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Third Lien Term Loan Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each This Guaranty shall be subordinated in right of payment to the Guaranty granted by the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder Administrative Agent pursuant to the Senior Credit Agreement and the Second Lien Term Loan Agreement and any right to payment under this Guaranty shall not at all times be subject to avoidance under Section 548 the terms of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountIntercreditor Agreement.

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

The Guaranty. Each of the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, as a primary obligor and not merely as surety, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the following (collectively, but subject to the provisions of Section 5, the “Guaranteed Obligations”): (a) all Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsfees on each Letter of Credit issued pursuant to the Credit Agreement, and (iii) any obligations of the Borrower to reimburse LC Disbursements and to provide cash collateral with respect to Letters of Credit (“Reimbursement Obligations”), (iv) all other fees and other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including(v) the punctual and faithful performance, without limitationkeeping, all Rate Management Obligations (but excludingobservance, for and fulfillment by the avoidance Borrower of doubt, all Excluded Swap Obligations) (all of the foregoing being referred agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents, and (b) all Swap Obligations and Banking Services Obligations; provided, however, that notwithstanding anything to collectively the contrary contained in any Loan Document, for each portion of the Guaranteed Obligations constituting a Swap Obligation, such Swap Obligation shall be guaranteed hereunder by only those Guarantors that are ECP Guarantors at the time the Swap Agreement or other agreement giving rise to such Swap Obligation was or hereafter is entered into, except to the extent (if any) that such Guarantor’s status as a Non-ECP Guarantor at such time would not legally prohibit it from making such guarantee under the Commodity Exchange Act and other applicable law; provided, further, that if at any time any Non-ECP Guarantor becomes an ECP Guarantor, the guarantee made by such Guarantor hereunder shall be deemed to be automatically amended (without any further action required by any Person) to include liability for all Secured Obligations constituting Swap Obligations existing at such time. Without limiting the generality of the foregoing, the “Guaranteed Obligations”)” shall include all interest, fees and other amounts described in the foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding. Upon (x) the failure by the Borrower to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beSwap Agreement or Banking Services Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the any Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement, (iv) all other amounts payable by the any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by any Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of such Borrower contained in the avoidance of doubt, all Excluded Swap Obligations) Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Obligations”). Upon (x) the failure by the any Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any 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 Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: the Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all Credit Party Obligations owed to the Administrative Agent, the Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Credit Party Obligations to the Administrative Agent, the Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders or the Hedging Agreement Providers in collecting any of the Credit Party Obligations. As used in this Section 9, Credit Party Obligations shall include all Credit 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 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 Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such 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, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (i) the principal because of and interest on each Loan made to the Borrower pursuant to 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 the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace law relating to fraudulent conveyances or notice and cure period, transfers) then the obligations of each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under applicable law (including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountits non-U.S. equivalent).

The Guaranty. Each of the Guarantors hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond Xxxxxx and all other amounts payable under any Permitted Bond Xxxxxx shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, as a primary obligor and not merely as surety, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the following (collectively, the “Guaranteed Obligations”): (a) all Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the any Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsfees on each Letter of Credit issued pursuant to the Credit Agreement, and (iii) any obligations of any Borrower to reimburse LC Disbursements and to provide cash collateral with respect to Letters of Credit, (iv) all other fees and other amounts payable by the any Borrower under the Credit Agreement and the other Loan Documents, and including(v) the punctual and faithful performance, without limitationkeeping, all Rate Management Obligations (but excludingobservance, for the avoidance and fulfillment by each Borrower of doubt, all Excluded Swap Obligations) (all of the foregoing being referred agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents, and (b) all Secured Swap Obligations and Secured Banking Services Obligations; provided, however, that for any Guarantor, the Secured Swap Obligations shall not include Swap Obligations that constitute Excluded Swap Obligations with respect to collectively as such Guarantor. Without limiting the generality of the foregoing, the “Guaranteed Obligations”)” shall include all interest, fees and other amounts described in foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding. Upon (x) the failure by the any Borrower to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beSwap Agreement or Banking Services Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger As used in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to following terms have the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.meanings specified below:

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any Affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”) (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a guaranty).

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of (a) the ObligationsObligations (under and as defined in the Credit Agreement), includingwhich include, without limitation, (i) the principal of and interest on each Loan made to the any Borrower pursuant to the Credit Agreement, Agreement and (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower Borrowers under the Credit Agreement and the other Loan Documents, and including, without limitation(b) all Swap Obligations and Banking Services Obligations owing to one or more Lenders or their respective Affiliates (for purposes of this Guaranty, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of such obligations described in the foregoing clauses (a) and (b) being referred to collectively as the “Guaranteed Obligations”); provided, however, (1) that the Guaranteed Obligations shall not include or create any guarantee by any Guarantor of (or grant of security by any Guarantor to support, if applicable) any Excluded Swap Obligations of such Guarantor and (2) that notwithstanding anything to the contrary herein, the liability of WOFS Assurance Limited, a Bermuda exempted company (“WOFS Assurance”), with respect to the Guaranteed Obligations shall be limited or extinguished, as applicable, to the extent necessary to ensure that WOFS Assurance, at all times, meets its minimum solvency margin and liquidity ratio pursuant to the Insurance Xxx 0000 of Bermuda and the regulations thereunder (the “Insurance Act”) and sections 31A through 31C of the Insurance Act. Upon the failure by the any Borrower to pay punctually any such amountamount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, Swap Agreement evidencing Swap Obligations or any agreement evidencing Banking Services Obligations (a “Banking Services Agreement”) as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors (a) Parent hereby irrevocably and unconditionally guarantees, jointly as a primary obligor and severally with the other Guarantorsnot as a surety, to each Secured Creditor and their respective successors and assigns, the prompt payment in full and punctual payment when due (whether at stated maturity, upon by required prepayment, declaration, demand, by acceleration or otherwise) of the Obligations, including, without limitation, (i) 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 Loan made 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 pursuant 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 (ii) such obligations owing under or in connection being herein collectively called the “Borrower Guaranteed Obligations” and, together with Facility LCsthe Parent Guaranteed Obligations, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the 179 “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors Parent hereby agrees that this Guaranty is an absoluteif any Borrower shall fail to pay in full when due (whether at stated maturity, irrevocable by acceleration or otherwise) any of the Guaranteed Obligations, Parent will promptly pay the same in cash, upon demand, and unconditional guaranty that in the case of any extension of time of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution or renewal of any of the Loan Documents Parent Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or thereafter ceases to be liableotherwise) in accordance with the terms of such extension or renewal. Each Borrower hereby agrees that if any Credit Party shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guarantors hereby waives Borrower Guaranteed Obligations, such Borrower will promptly pay the same in cash, upon demand, and that in the case of any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that extension of time of payment or renewal of any of the Borrower Notwithstanding any other provision of this GuarantyGuaranteed Obligations, the amount guaranteed same will be promptly paid in full when due (whether at extended maturity, by each Guarantor hereunder shall be limited to acceleration or otherwise) in accordance with the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 terms of the Bankruptcy Code such extension or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountrenewal.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond Xxxxxx and all other amounts payable under any Permitted Bond Xxxxxx shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower had no liability at the time of execution of or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees date when it would have been due (but so that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each of the Guarantors hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, obligations arising from Bond Xxxxxx and letter of credit facilities that are not under the Credit Agreement shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this GuarantyNetApp, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.Inc.

The Guaranty. Each For valuable consideration, the undersigned ("Guarantor") hereby unconditionally guarantees and promises to pay promptly to BANK OF AMERICA, N.A., its subsidiaries and affiliates (collectively, "Bank"), or order, in lawful money of the Guarantors hereby irrevocably United States, any and unconditionally guaranteesall Indebtedness of DAL GROUP, jointly and severally with the other GuarantorsLLC, the full and punctual payment a Delaware limited liability company ("Borrower"), to Bank when due (due, whether at stated maturity, upon acceleration or otherwise) , and at all times thereafter until the Indebtedness is paid in full and the Bank has no further funding obligations thereunder. The liability of Guarantor under this Guaranty is not limited as to the principal amount of the ObligationsIndebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCshazardous waste indemnities), and (iii) other costs and expenses relating to or arising out of the Indebtedness and for all Swap Obligations now or hereafter owing from Borrower to Bank, if any. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other amounts payable by the Borrower under the Credit Agreement outstanding guaranties, and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance liability of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that Guarantor under this Guaranty is an absolute, irrevocable and unconditional guaranty exclusive of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses Guarantor's liability under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of guaranties signed by Guarantor. If multiple individuals or entities sign this Guaranty, the amount guaranteed by each Guarantor hereunder their obligations under this Guaranty shall be limited to the extentjoint and several. If Guarantor is a subsidiary or affiliate of Borrower, if any, required so that its obligations Guarantor's liability hereunder shall not be exceed, at any one time, the largest amount during the period commencing with Guarantor's execution of this Guaranty and thereafter that would not render Guarantor's obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or under any comparable provisions of any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantorsguarantees to each Lender, the L/C Issuer, each Swap Bank, each Treasury Management Bank, the Administrative Agent, and each other holder of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full and punctual payment when due (whether at stated maturity, upon acceleration as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided, however, that with respect to any Foreign Subsidiary that has been a direct or indirect Subsidiary for less than one year, such Foreign Subsidiary’s guaranty shall be limited to the Canadian Obligations until the date such Foreign Subsidiary has been a Subsidiary for one year. The Guarantors hereby further agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, includingthe same will be promptly paid in full when due (whether at extended maturity, without limitationas a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Secured Swap Agreements or Secured Treasury Management Agreements, (i) the principal obligations of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing Guarantor under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit this Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors Documents shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be 112 limited to an aggregate amount equal to the extent, if any, required so largest amount that its would not render such obligations hereunder shall not be subject to avoidance under Section 548 the Debtor Relief Laws or any comparable provisions of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act law or similar statute or common law. In determining other applicable Law and (ii) the limitations, if any, on the amount Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and The Guarantor unconditionally guarantees, jointly as a primary obligor and severally with not merely as a surety the other Guarantors, the full due and punctual payment when of any amounts 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 the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsany Guaranteed Document, together with all renewals, modifications, consolidations or extensions thereof and whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (iii) and including all liabilities in connection with any notes, bills or other amounts payable instruments accepted by the Borrower under the Credit Agreement and the other Loan Documentsany Guaranteed Finance Party in connection therewith), and includingtogether in each case with all renewals, without limitationmodifications, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) consolidations or extensions thereof (all of the foregoing such obligations being herein collectively referred to collectively as the “Guaranteed Obligations”). Upon Anything contained in this Agreement to the failure by contrary notwithstanding, the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each obligations of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the extent, if any, required so greatest amount that its would not render the Guarantor’s obligations hereunder shall not be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy United States Code or any provisions of applicable state Law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of the Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Guarantor (i) in respect of intercompany indebtedness to any other Group Obligor or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by the Guarantor hereunder or (B) has been pledged to, and is enforceable by, the Security Agent on behalf of the Guaranteed Finance Parties and (ii) under any guaranty of Debt subordinated in right of payment to the Guaranteed Obligations which guaranty contains a Parent Guaranty limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of the Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of the Guarantor to the value (as determined under the applicable state Uniform provisions of the Fraudulent Transfer ActLaws) of any rights to subrogation, Uniform Fraudulent Conveyance Act contribution, reimbursement, indemnity or similar statute rights of the Guarantor pursuant to (i) applicable Law or common law(ii) any agreement providing for an equitable allocation among the Guarantor and any other Group Obligor and its Affiliates of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). In determining If the limitations, if any, on Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the total amount of any Guarantor’s obligations hereunder pursuant to the preceding sentenceGuaranteed Obligations, then it is understood and agreed that the intention portion of the parties hereto that any rights of subrogation, indemnification or contribution Guaranteed Obligations for which such the Guarantor may have under this Guaranty, any other agreement or applicable law is liable hereunder shall be taken into accountthe last portion of the Guaranteed Obligations to be repaid.

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

The Guaranty. Each of Reference is made to that certain letter agreement dated the Guarantors hereby irrevocably date hereof between FHI and unconditionally guarantees, jointly Lender (the “Loan Agreement”) and severally with to the other Guarantors, documents defined therein as the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of the ObligationsLoan Documents, including, without limitation, the Master Revolving Note (the “Note”) given by FHI to the Lender (such Loan Agreement, Note and other Loan Documents collectively, the “Loan Documents”). Pursuant to the Loan Documents, Lender has agreed to provide to FHI financing in the form of a revolving line-of-credit (the “Revolving Line-of-Credit”). Concurrently with (and as a condition to) the closing under the Loan Agreement (the “Closing”), each Guarantor shall deliver to the Lender a guaranty in form and substance satisfactory to the Lender (singly a “Guaranty”, and collectively the “Guaranties”). Notwithstanding anything to the contrary expressed or implied herein or in any other document contemplated hereby, each Guaranty shall apply only to obligations guaranteed thereunder existing on or before the date that is the earliest of (the “Guaranty Termination Date”) (i) one hundred and eighty (180) days following the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, Closing; (ii) obligations owing under the date that Guarantor delivers to Borrower written notice of Guarantor’s termination of the Guaranty along with a written consent from Lender thereto; or in connection with Facility LCs, and (iii) all other amounts payable by the date that Borrower under delivers to Guarantor written notice of Borrower’s repayment in full (and termination) of the Revolving Line-of-Credit Agreement and along with written confirmation thereof from Lender, it being understood that Borrower shall have the other Loan Documents, and includingright at any time, without limitationpremium or penalty, all Rate Management Obligations (but excluding, for to do so. Without limiting the avoidance of doubt, all Excluded Swap Obligations) (all generality of the foregoing being referred foregoing, the Guaranty shall not apply to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and increases in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, indebtedness owed on the amount of any Guarantor’s obligations hereunder pursuant to Revolving Line-of-Credit arising after the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountGuaranty Termination Date.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsLetters of Credit, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Swap Obligations and Banking Services Obligations, and (but excludingiv) the punctual and faithful performance, for keeping, observance, and fulfillment by the avoidance Borrower of doubtall of the agreements, all Excluded Swap Obligations) conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)). Upon the failure by the Borrower Borrower, or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if primary obligation, indemnify the Secured Parties immediately on demand against any cost, loss or liability they incur as a result of the Borrower had no liability at the time of execution of or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees date when it would have been due (but so that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each of the Guarantors hereby irrevocably and Guarantor unconditionally guarantees, jointly and severally with the other Guarantors, and severally, as a primary obligor and not merely as a surety: (x) the full due and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of all Second Lien Credit Obligations of the ObligationsBorrower whether now or hereafter due, includingowing or incurred in any manner, without limitationwhether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (iand including all liabilities in connection with any notes, bills or other instruments accepted by any Credit Party in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof, and (y) the principal due and punctual performance of all covenants, agreements, obligations and interest on each Loan made to liabilities of Holdings, the Borrower and the Other Loan Parties under or pursuant to 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 the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) Documents (all of the foregoing such monetary and other obligations being herein collectively referred to collectively as the “Guaranteed Obligations”). Upon Anything contained in this Agreement to the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantycontrary notwithstanding, the amount guaranteed by obligations of each Subsidiary Guarantor hereunder shall be limited to a maximum aggregate amount equal to the extent, if any, required so greatest amount that its would not render such Subsidiary Guarantor’s obligations hereunder shall not be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor (i) in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by such Subsidiary Guarantor hereunder or (B) has been pledged to, and is enforceable by, the Collateral Agent on behalf of the Credit Parties and (ii) under any guaranty of Indebtedness subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Subsidiary Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Subsidiary Guarantor to the value (as determined under the applicable state Uniform provisions of the Fraudulent Transfer ActLaws) of any rights to subrogation, Uniform Fraudulent Conveyance Act contribution, reimbursement, indemnity or similar statute rights of such Subsidiary Guarantor pursuant to (i) applicable Law or common law(ii) any agreement providing for an equitable allocation among such Subsidiary Guarantor and other Affiliates of the Borrower of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). In determining If any Subsidiary Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the limitations, if any, on the total amount of any Guarantor’s obligations hereunder pursuant to the preceding sentenceGuaranteed Obligations, then it is understood and agreed that the intention portion of the parties hereto that any rights of subrogation, indemnification or contribution Guaranteed Obligations for which such Subsidiary Guarantor may have under this Guaranty, any other agreement or applicable law is liable hereunder shall be taken into accountthe last portion of the Guaranteed Obligations to be repaid.

The Guaranty. Each of the Guarantors The Guarantor hereby absolutely, irrevocably and unconditionally guaranteesguarantees to LBB the due and punctual performance and observance of all agreements, jointly covenants or other obligations of the Seller to LBB under the Agreement and severally with the other Guarantors, the full due and punctual payment of the following amounts as and when due pursuant to the Agreement: (a) all Price Differentials (including all Periodic Payments) and any other amounts accrued on or with respect to the Purchase Price or Repurchase Price or any incremental interest added to the Purchase Price or Repurchase Price pursuant to the Agreement; and (b) all other sums of every kind, nature and character which are or may become due and owing by the Seller under the terms and provisions of the Agreement, whether at stated maturityfor the Purchase Price component of any Repurchase Price, fees, expenses, indemnified amounts or otherwise, whether on any Repurchase Date, upon acceleration any payment of the Repurchase Price, or otherwisefor any other reason whatsoever (all such covenants, agreements and obligations on the part of the Seller to be paid or performed and together with all covenants or other obligations in the Agreement ascribed to the Guarantor (and, in each case, regardless of whether incurred after the commencement of any bankruptcy proceeding with respect to Seller) being collectively called the "Obligations"); provided, that, the aggregate amount for which the Guarantor will be liable with respect to the Obligations shall not exceed $13,333,333.33 plus any and all amounts for which Guarantor becomes obligated under clause (a) above or pursuant to the last paragraph of Section 2 hereof. In the event that the Seller shall fail in any manner whatsoever to perform or pay, when required in accordance with the terms of the Agreement, any of the Obligations, then Guarantor will perform and pay, or cause to be duly and punctually performed or paid, the Obligations (limited as provided above with respect to the Obligations set forth in clause (b) above). In no event shall Guarantor be liable for the nonperformance, nonobservance or nonpayment of any Person, other than nonperformance, nonobservance or nonpayment of obligations undertaken by the Seller under the Agreement. All payments to be made by the Guarantor hereunder shall be made when due, without set-off or counterclaim, to LBB at its address set forth below or to such other location or account as LBB shall specify in writing to the Guarantor in United States dollars and in immediately available funds. Guarantor hereby represents and warrants that its obligations hereunder do and shall rank pari passu with all senior unsecured and unsubordinated indebtedness of Guarantor. The obligations of the Guarantor hereunder shall not be discharged, impaired or otherwise affected by, to the maximum extent permitted by law, (a) the failure of LBB to assert any claim or demand or to enforce any right or remedy against the Seller (including but not limited to LBB's rights and remedies with respect to the Purchased Student Loans) under the provisions of the Agreement or any document related thereto or otherwise; (b) any extension or renewal of any part of the Obligations; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Agreement or of any document related thereto; (d) the bankruptcy, insolvency or reorganization of the Seller; (e) the invalidity or unenforceability of any of the Obligations or (f) any other event which under law would discharge the obligations of a surety. The Guarantor acknowledges that LBB has been induced to enter into the Agreement in reliance on this Guaranty. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment, and not of collection. This Guaranty shall remain in full force and effect until the Obligations are paid in full and the commitment under the Agreement or any document related thereto is terminated, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. Guarantor hereby specifically agrees that Guarantor shall not, to the maximum extent permitted by law, be released from liability hereunder by any action taken or omitted to be taken by LBB, the Seller or any of their respective Affiliates, employees, agents or representatives, including, without limitation, a non-judicial sale of property subject to the Agreement that would afford the Seller or the Guarantor a defense based upon the laws (including the anti-deficiency laws) of any state. Guarantor expressly waives, to the maximum extent permitted by law, (i) the principal of and interest on each Loan made any defense to the Borrower pursuant to recovery of a deficiency against the Credit Agreement, Seller or the Guarantor hereunder after such non-judicial sale and (ii) obligations owing all suretyship defenses that it would otherwise have under the laws of any jurisdiction. The Guarantor expressly agrees that the Guarantor shall be and remain liable for any deficiency, to the maximum extent permitted by law, remaining after the sale of the Purchased Student Loans (including foreclosure of any security interest), whether or in connection with Facility LCsnot the liability of the Seller for such deficiency is discharged pursuant to statute or judicial decision. The Guarantor waives, to the maximum extent permitted by law, diligence, presentment, protest, demand for payment and (iii) notice of default or nonpayment and all other amounts payable by notices of any kind to or upon the Borrower under Guarantor with respect to the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors The Guarantor agrees that it shall forthwith on demand pay such amount the Obligations may at the place any time and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the from time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on time exceed the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention liability of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under hereunder without impairing this GuarantyGuaranty or affecting the rights and remedies of LBB hereunder. No payment or payments made by the Seller, the Guarantor, any other agreement guarantor or applicable law any other Person or received or collected by LBB from the Seller, the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be taken into accountdeemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantor in respect of the Obligations or payments received or collected from the Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the commitment is terminated. The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to LBB on account of its liability hereunder, it will notify LBB in writing that such payment is made under this Guaranty for such purpose.

The Guaranty. Each of the Guarantors Guarantor hereby irrevocably jointly and severally, absolutely and unconditionally guarantees, jointly guarantees to the Administrative Agent and severally with the other Guarantors, Lenders the full and punctual payment when due (whether at a stated maturity, upon maturity or earlier by reason of acceleration or otherwise) and performance of the Obligations. As used in this subsection: (i) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including, without limitation, (i11 U.S.C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United States Code) as applicable in any proceeding in which the principal validity and/or enforceability of this Guaranty or any Specified Lien is in issue; and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under “Specified Lien” means any security interest, mortgage, lien or encumbrance securing this Guaranty, in whole or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”)part. Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, if, in any proceeding, a court of competent jurisdiction determines that this Guaranty or any Specified Lien would, but for the operation of this Section, as to any Guarantor, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, this Guaranty and each such Specified Lien shall, as to such Guarantor, be valid and enforceable only to the maximum extent that would not cause this Guaranty or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent or any Lender on the guaranteed Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount guaranteed by each Guarantor hereunder subject to avoidance shall in all events be limited to the extentamount by which such actual payment or realization exceeds such limitation, if any, required so that its obligations hereunder and this Guaranty as limited shall not in all events remain in full force and effect and be subject fully enforceable against the relevant Guarantor. This Section is intended solely to avoidance under Section 548 reserve the rights 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 Administrative Agent and each Lender hereunder pursuant against each Guarantor in such proceeding to the preceding sentencemaximum extent permitted by Applicable Insolvency Laws and no Guarantor, it is the intention Borrower nor any other guarantor of the parties hereto that Obligations nor any rights of subrogationPerson shall have any right, indemnification claim or contribution which such Guarantor may have defense under this Guaranty, any other agreement or applicable law shall Section that would not otherwise be taken into accountavailable under Applicable Insolvency Laws in such proceeding.

The Guaranty. Each of the Guarantors hereby irrevocably and Guarantor unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment when due (whether at stated maturityseverally, upon acceleration or otherwise) of the Obligations, including, without limitation, as a primary obligor and not merely as a surety: (i) the due and punctual payment of all obligations under the Amended and Restated Convertible Notes whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (and including all liabilities in connection with any notes, bills or other instruments accepted by any Holder in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof, and (ii) the due and punctual performance of all covenants, agreements, obligations and interest on each Loan made to liabilities of the Borrower and the Other Credit Parties under or pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, Amended and (iii) all other amounts payable by the Borrower under the Credit Agreement Restated Convertible Notes and the other Loan Documents, Amended and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) Restated Convertible Note Documents (all of the foregoing such monetary and other obligations being herein collectively referred to collectively as the “Guaranteed Obligations”). Upon Anything contained in this Agreement to the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantycontrary notwithstanding, the amount guaranteed by obligations of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the extent, if any, required so greatest amount that its would not render such Guarantor’s obligations hereunder shall not be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (i) in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by such Guarantor hereunder or (B) has been pledged to, and is enforceable by, Collateral Agent for the benefit of the Collateral Agent or the Holders or and (ii) under any guaranty of Indebtedness subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Guarantor to the value (as determined under the applicable state Uniform provisions of the Fraudulent Transfer ActLaws) of any rights to subrogation, Uniform Fraudulent Conveyance Act contribution, reimbursement, indemnity or similar statute rights of such Guarantor pursuant to (i) applicable Law or common law(ii) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of the Borrower of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). In determining the limitations, if any, on the amount of event that any Guarantor’s obligations liability hereunder is limited pursuant to this paragraph to an amount that is less than the preceding sentencetotal amount of the Guaranteed Obligations, then it is understood and agreed that the intention portion of the parties hereto that any rights of subrogation, indemnification or contribution Guaranteed Obligations for which such Guarantor may have under this Guaranty, any other agreement or applicable law is liable hereunder shall be taken into accountthe last portion of the Guaranteed Obligations to be repaid.

The Guaranty. Each Subject to Section 9 hereof, each of the Subsidiary Guarantors hereby irrevocably absolutely and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantorsnot as surety, the full and punctual payment when due (whether at stated maturity, upon acceleration or early termination or otherwise, and at all times thereafter) and performance of the Obligations, including, without limitation, Obligations (i) the principal of and interest on each Loan made with respect to the Borrower pursuant US Borrower, such Obligations in respect of which it is not a Borrower) including without limitation any such Obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not allowed or allowable in such proceeding (collectively, subject to the Credit Agreementprovisions of Section 9 hereof, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”); provided that the “Guaranteed Obligations” shall exclude any Excluded Swap Obligations. Upon the failure by the Borrower Parent or the US Borrower, as applicable, to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Subsidiary Guarantors agrees that it shall forthwith on demand pay such to the Administrative Agent for the benefit of the Lenders and, if applicable, their Affiliates, the amount not so paid at the place and in the manner specified in the Credit Agreement Agreement, any Note, or the relevant other Loan Document, Guaranteed Cash Management Agreement or Guaranteed Hedge Agreement, as the case may be. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Subsidiary Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at right to require the time of execution of any of Lender to xxx the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this GuarantyParent, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this GuarantyUS Borrower, any other agreement guarantor, or applicable law shall be taken into accountany other person obligated for all or any part of the Guaranteed Obligations, or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

The Guaranty. Each The Guarantor hereby guarantees to each Lender, the Administrative Agent and their respective successors and assigns the prompt payment in full of all unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Guarantors hereby irrevocably Loans and unconditionally guaranteesinterest accruing after the filing of any petition in bankruptcy, jointly or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and severally all other Obligations of the Borrower to the Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, indemnities, Prepayment Premium, costs, expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel to the Administrative Agent or any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise, in each case strictly in accordance with the other Guarantorsexpress terms hereof (such obligations of the Borrower being herein collectively called the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or the Lenders in enforcing any rights under this Article XI. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Administrative Agent or the Lenders under this Agreement and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. For the avoidance of doubt, each reference to a Lender in this Article XI shall include Union Bank in its capacity as a counterparty to any Interest Rate Protection Agreement. In addition, the Guarantor hereby further agrees, as an independent obligation, that, if the Borrower fails to pay in full and punctual payment when expressed to be due (whether at stated maturity, upon acceleration or optional prepayment or otherwise) any of the ObligationsGuaranteed Obligations strictly in accordance with the express terms hereof, includingthe Guarantor will promptly pay the same, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under any demand or in connection with Facility LCsnotice whatsoever, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty any extension of time of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution or renewal of any of the Loan Documents or thereafter ceases Guaranteed Obligations, the same will be paid in full when expressed to be liable. Each due (whether at stated maturity, upon acceleration or optional prepayment or otherwise) in accordance with the terms of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code such extension or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountrenewal.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Secured Hedge Counterparties to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors direct benefits to be received by each Credit Agreement Party from the proceeds of the Loans, the issuance of the Letters of Credit and Bank Guaranties the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each Credit Agreement Party hereby agrees with the Lenders and the Secured Hedge Counterparties as follows: each Credit Agreement Party hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal any and all of and interest on each Loan made its Relevant Guaranteed Obligations to the Borrower pursuant to Guaranteed Creditors. For the Credit Agreementavoidance of doubt, (ii) obligations owing under or in connection with Facility LCsthe “Relevant Guaranteed Obligations” of Holdings, and (iii) all other amounts payable by the Borrower under the Credit Agreement Intermediate Holdco and the other Loan Documents, and includingU.S. Borrower include, without limitation, all Rate Management Obligations (but excluding, for of the avoidance of doubt, all Excluded Swap Bermuda Borrower under this Agreement and such Obligations) (. If any or all of the foregoing being referred Relevant Guaranteed Obligations of any Credit Agreement Party to collectively as the “Guaranteed Creditors becomes due and payable hereunder, each Credit Agreement Party unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Agreement Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives 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 any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Credit Agreement Party agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Agreement Party, notwithstanding any revocation of Borrower Notwithstanding this Credit Agreement Party Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors The Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with guarantees to the other Guarantors, Beneficiary the full and punctual timely performance, payment when due (whether at stated maturity, upon acceleration and discharge by the Maker of all obligations and liabilities of Maker now existing or otherwise) of hereafter arising under the ObligationsPromissory Note and/or the Margin Agreement, including, without limitationbut not limited to, (i) the principal of and interest on each Loan made payment related to a margin call or a demand for payment related to the Borrower pursuant account(s) of Maker (or his successors or assigns) (the "Guaranteed Obligations") and hereby agrees that if the Maker shall fail to pay any amount when and as the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, same shall be due and (iii) all other amounts payable by the Borrower under Maker to the Credit Agreement Beneficiary or timely to perform and discharge in full any obligation or liability in accordance with the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all terms of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon , the failure by Guarantor will forthwith upon demand pay to the Borrower Beneficiary an amount equal to pay punctually any such amount, subject to amount or perform and discharge any applicable grace such obligation or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Documentliability, as the case may be. Each , as such payment or performance and discharge is required pursuant to the terms of the Guarantors hereby agrees Guaranteed Obligations to be made or done by the Maker, and will further pay any and all damages that this Guaranty may be payable by the Maker in consequence thereof and all reasonable expenses, including attorneys' fees, that may be incurred by the Beneficiary in enforcing such obligations and liabilities of the Maker and enforcing the covenants and agreements of the Guarantor herein. The guaranty in the preceding sentence is an absolute, irrevocable present and unconditional continuing guaranty of payment and of performance of obligations and not of collectibility and is not a guaranty of collection. Each of in no way conditional or contingent upon any attempt to collect from the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents Maker or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding upon any other provision of this Guarantyaction, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder occurrence or circumstance whatsoever. It shall not be subject necessary for the Beneficiary, in order to avoidance under Section 548 enforce such payment or performance by the Guarantor, first to institute suit or exhaust its remedies against the Maker or any other Person liable with respect to the Guaranteed Obligations. Notwithstanding anything to the contrary contained in this Guaranty Agreement, the Guarantor shall, have the benefit of and the right to assert any defenses against the claims 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 Beneficiary which are available to the preceding sentenceMaker and which would have also been available to the Guarantor if Guarantor had been in the same contractual position as the Maker under the Promissory Note, it is other than defenses arising from the intention bankruptcy or insolvency of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountMaker.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by each Guarantor from the proceeds of the Loans, each Guarantor hereby irrevocably agrees with the Administrative Agent and the Lenders that such Guarantor hereby unconditionally guaranteesand irrevocably, jointly and severally with the other Guarantorsseverally, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all of the Obligations of the Borrower to the Lenders. If any or all of the Obligations of the Borrower to the Lenders become due and payable hereunder, each Guarantor, jointly and severally, unconditionally promises to pay such Obligations to the Lenders, or order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made . Notwithstanding any provision to the Borrower pursuant to the Credit contrary contained in this Agreement, (ii) obligations owing the guarantee by CIHC under or this Article X shall constitute a pre-Petition unsecured claim and the Obligations guaranteed by such guarantee shall include only the Term Loan Obligations. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in connection with Facility LCsrecognition of the direct benefits to be received by each Guarantor from the proceeds of the Loans, and (iii) all other amounts payable by the Borrower under hereby agrees with the Credit Agreement Administrative Agent and the other Loan DocumentsLenders that the Borrower hereby unconditionally and irrevocably, jointly and includingseverally, without limitationguarantees as primary obligor and not merely as surety the full and prompt payment when due, all Rate Management Obligations (but excludingwhether upon maturity, for the avoidance by acceleration or otherwise, of doubt, all Excluded Swap Obligations) (any and all of the foregoing being referred Obligations of CFCC to collectively as the “Guaranteed Obligations”)Lenders. Upon the failure by For purposes of such guaranty, the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each treated as a Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.Article X.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of the other Loan Parties, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of Notwithstanding anything to the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger contrary in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, at no time shall (1) the amount guaranteed by each Guarantor hereunder shall issued and outstanding voting Equity Interests of any Foreign Subsidiary that is not a Material Worldwide Subsidiary be limited to security for the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 Guaranteed Obligations and (2) the issued and outstanding voting Equity Interests of any Affected Foreign Subsidiary in excess 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 Applicable Foreign Subsidiary Pledge Percentage be security for the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountGuaranteed Obligations.

The Guaranty. Each (a) In order to induce the Banks to enter ------------ into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by each Guarantor from the proceeds of the Loans and the issuance of the Letters of Credit and to induce the Banks or any of their respective Affiliates to enter into Interest Rate Protection Agreements, each Guarantor hereby irrevocably agrees with the Banks as follows: Each Guarantor hereby unconditionally and unconditionally guaranteesirrevocably, jointly and severally with the other Guarantorsseverally, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all of the Guaranteed Obligations of the Borrower to the Secured Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Secured Creditors becomes due and payable hereunder, each Guarantor, jointly and severally, unconditionally promises to pay such indebtedness to the Secured Creditors, or order, on demand, together with any and all reasonable expenses which may be incurred by the Agent or the Secured Creditors in collecting any of the Guaranteed Obligations, including, without limitation, . If claim is ever made upon any Secured 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) the principal any judgment, decree or order of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, any court or administrative body having jurisdiction over such payee or any of its property or (ii) obligations owing under any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in connection with Facility LCssuch event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Company, and (iii) all each other amounts payable by Guarantor shall be and remain jointly and severally liable to the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, aforesaid payees hereunder for the avoidance of doubt, all Excluded Swap Obligations) (all of amount so repaid or recovered to the foregoing being referred to collectively same extent as the “Guaranteed Obligations”). Upon the failure if such amount had never originally been received by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may bepayee. Each of the Guarantors hereby agrees that this Guaranty This is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the U.S. Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantorsguarantees to each Lender, the L/C Issuer, each Swap Bank, each Treasury Management Bank, the Administrative Agent and each other holder of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full and punctual payment when due (whether at stated maturity, upon acceleration as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof, and each of the ObligationsCanadian Guarantors hereby jointly and severally guarantees to each Lender, includingthe L/C Issuer, without limitationeach Swap Bank, each Treasury Management Bank, the Administrative Agent and each other holder of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Canadian Obligations in full when due (iwhether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the principal of and interest on terms thereof (for each Loan made Guarantor, subject to the Borrower pursuant to the Credit Agreementproviso in this sentence, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the its “Guaranteed Obligations”). Upon The Guarantors hereby further agree that if any of the failure Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Borrower to Guarantors will, jointly and severally, promptly pay punctually the same, without any such amount, subject to any applicable grace demand or notice whatsoever, and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty any extension of time of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Secured Swap Agreements or Secured Treasury Management Agreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to an aggregate amount equal to the extent, if any, required so largest amount that its would not render such obligations hereunder shall not be subject to avoidance under Section 548 the Debtor Relief Laws or any comparable provisions of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Actlaw or other applicable Law, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining (ii) the limitationsGuaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor, if any, on the amount (iii) no Canadian Guarantor shall be liable in respect of any Guarantor’s Non-Canadian Obligations, and (iv) the obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that U.S. Guarantors and the Canadian Guarantors under Section 4.01 are, in the case of any rights such obligations constituting Non-Canadian Obligations, joint and several among the U.S. Guarantors, and, in the case of subrogationany such obligations constituting Canadian Obligations, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountjoint and several among all Guarantors.

The Guaranty. Each of the Guarantors The Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations (other than the Excluded Swap Obligations) of each of the Designated Borrowers, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower Designated Borrowers pursuant to the Credit Agreement, (ii) all obligations of the Designated Borrowers owing under or in connection with Facility LCsany Letter of Credit, and (iii) all obligations of the Designated Borrowers owing under any Related Swap Agreement, (iv) all other amounts payable by the Borrower Designated Borrowers or any other Credit Party under the Credit Agreement, any Related Swap Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Designated Borrowers of all of the agreements, without limitationconditions, covenants, and obligations of the Designated Borrowers contained in the Loan Documents (all Rate Management Obligations of the foregoing (but excludingother than, for the avoidance of doubt, all the Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations (including the Administrative Agent) being referred to collectively as the “Holders of Obligations”). For the avoidance of doubt, Guaranteed Obligations shall include any amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code. Any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Guarantor or any Designated Borrower (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantor, the Administrative Agent and the Holders of the Obligations that the Guaranteed Obligations should be determined without regard to any rule of law or order that may relieve the Guarantor or the Designated Borrowers of any portion of such Guaranteed Obligations. Upon (x) the failure by the Borrower Designated Borrowers or any other Credit Party, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors Guarantor agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Related Swap Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors The Guarantor hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Each The Guarantor hereby agrees that the obligations of the Guarantors hereby waives any Guarantor hereunder are those of primary obligor, and all benefits not merely as surety, and defenses under CC Section 2810 are independent of the Obligations and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution obligations of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any other guarantor, and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability a separate action may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of brought against the Guarantor to enforce this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each Subject to the last sentence of this Section 2, the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees to GulfTerra the full and punctual timely performance and discharge (including the payment when due (whether at stated maturity, upon acceleration or otherwiseof money) by the Obligor of all obligations and liabilities of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing Obligor now existing or hereafter arising under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all Article II of the foregoing being referred to collectively as Subject Agreement (the “Guaranteed Obligations”). Upon ) and hereby agrees that if the failure Obligor shall fail (i) to pay any Guaranteed Obligation when and as the same shall be due and payable by the Borrower Obligor to GulfTerra or (ii) timely to perform and discharge in full any other Guaranteed Obligation in accordance with the terms of the Subject Agreement, the Guarantor shall be liable to GulfTerra for such Guaranteed Obligation, and, as such, the Guarantor shall forthwith pay punctually to GulfTerra or perform and discharge any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan DocumentGuaranteed Obligation, as the case may be. Each , as such payment or performance and discharge is required to be made or done by the Obligor pursuant to the terms of the Guarantors hereby agrees that this Guaranty Subject Agreement. The guarantee in the preceding sentence is an absolute, irrevocable present and unconditional guaranty continuing guarantee of payment and of performance of obligations and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Obligor or upon any other action, occurrence or circumstance whatsoever. It shall not be necessary for GulfTerra, in order to enforce such payment or performance by the Guarantor, first to institute suit or exhaust its remedies against the Obligor, the Guarantor or any other Person liable with respect to any Guaranteed Obligations. Notwithstanding anything to the contrary contained in this Section 2 or elsewhere in this Guaranty, GulfTerra acknowledges and agrees that (a) the Guarantor shall have the benefit of and the right to assert any defenses against the claims of GulfTerra which are available to the Obligor and which would have also been available to the Guarantor if the Guarantor had been in the same contractual position as the Obligor under the Subject Agreement, other than defenses arising from an event or circumstance referred to in clause (e) of Section 3 hereof, or, to the extent related to a guaranty proceeding described in such clause (e), clause (h) of collection. Each Section 3 hereof, or related to the financial condition of the Guarantors hereby waives Obligor, and (b) with respect to any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of guarantees made by the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger Guarantor in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder hereby guarantees, and shall be limited to responsible for, each performance and/or discharge obligation or liability (including the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 payment of money) of the Bankruptcy Code Obligor now existing or hereafter arising 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 Article II of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountSubject Agreement.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower had no liability at the time of execution of or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees date when it would have been due (but so that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each of the Guarantors The Guarantor hereby irrevocably and unconditionally guarantees, jointly guarantees to the Purchasers and severally with each holder the other Guarantors, the full due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on, and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity, upon maturity or by required or optional prepayment or repurchase or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Note Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) Notes (all of the foregoing being referred to collectively as such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and The guaranty in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty preceding sentence is an absolute, irrevocable present and unconditional continuing guaranty of payment and performance and not of collectability and is not a guaranty in no way conditional or contingent upon any attempt to collect from the Company, any Subsidiary Guarantor, or any other Person or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of collectionsuch Guaranteed Obligations, the Guarantor agrees to pay the same when due to the holders 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 Note Agreement. Each default in payment of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantyprincipal of, the amount guaranteed by each Guarantor hereunder shall be limited to the extentMake-Whole Amount, if any, required so or interest on, or any other amount due under, the Notes shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor hereby agrees that its obligations hereunder shall not the Notes issued in connection with the Note Agreement make reference to this Guaranty Agreement. The Guarantor hereby agrees to pay and to indemnify and save the holders harmless from and against any damage, loss, cost or expense (including reasonable attorneys’ fees) which such holder may incur or be subject to avoidance under Section 548 as a consequence, direct or indirect, of (a) any breach by the Bankruptcy Code Guarantor or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining by the limitations, if any, on the amount Company of any Guarantor’s obligations hereunder pursuant warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes or the Note Agreement, 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 (b) any legal action commenced to challenge the preceding sentencevalidity or enforceability of this Guaranty Agreement, it is the intention of Notes or the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountNote Agreement.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which that such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the any Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of any Borrower or any of its Subsidiaries owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by any Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of such Borrower contained in the avoidance of doubt, all Excluded Swap Obligations) Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)). Upon (x) the failure by the any Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance 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 the Borrower pursuant to 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 the other Loan Documents, and including, without limitation, all Rate Management Obligations Hedging Liabilities and obligations in respect of Funds Transfer and Deposit Account Liabilities, and (but excludingiv) the punctual and faithful performance, for keeping, observance, and fulfillment by the avoidance Borrower of doubtall of the agreements, all Excluded Swap Obligations) conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower Borrower, or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan Advance made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under any Reimbursement Obligations of the Borrower or in connection with Facility LCsthe performance by it of such Reimbursement Obligations, and (iii) all Rate Management Obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Rate Management Transactions (any such Rate Management Transaction with any Lender or any affiliate of any Lender being herein referred to as a "Guaranteed Rate Management Transaction") unless the Borrower and any such Lender mutually agree that any such Rate Management Transaction does not constitute a Guaranteed Rate Management Transaction hereunder, (iv) all other amounts payable by the Borrower under the Credit Agreement Agreement, any Guaranteed Rate Management Transaction and the other Loan Documents, and including(v) the punctual and faithful performance, without limitationkeeping, observance, and fulfillment by the Borrower of all Rate Management Obligations (but excludingof the agreements, for conditions, covenants, and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “"Guaranteed Obligations”"). Upon the failure by the Borrower or any of its Affiliates to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount to the Collateral Agent at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beIntercreditor Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and Guarantor unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment when due (whether at stated maturityseverally, upon acceleration or otherwise) of the Obligations, including, without limitation, as a primary obligor and not merely as a surety: (i) the due and punctual payment of all obligations under the Bridge Notes whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (and including all liabilities in connection with any notes, bills or other instruments accepted by any Holder in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof, and (ii) the due and punctual performance of all covenants, agreements, obligations and interest on each Loan made to liabilities of the Borrower and the Other Credit Parties under or pursuant to 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 Bridge Notes and the other Bridge Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) Documents (all of the foregoing such monetary and other obligations being herein collectively referred to collectively as the “Guaranteed Obligations”). Upon Anything contained in this Agreement to the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantycontrary notwithstanding, the amount guaranteed by obligations of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the extent, if any, required so greatest amount that its would not render such Guarantor’s obligations hereunder shall not be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (i) in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by such Guarantor hereunder or (B) has been pledged to, and is enforceable by, Collateral Agent for the benefit of the Collateral Agent or Holders or and (ii) under any guaranty of Indebtedness subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Guarantor to the value (as determined under the applicable state Uniform provisions of the Fraudulent Transfer ActLaws) of any rights to subrogation, Uniform Fraudulent Conveyance Act contribution, reimbursement, indemnity or similar statute rights of such Guarantor pursuant to (i) applicable Law or common law(ii) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of the Borrower of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). In determining the limitations, if any, on the amount of event that any Guarantor’s obligations liability hereunder is limited pursuant to this paragraph to an amount that is less than the preceding sentencetotal amount of the Guaranteed Obligations, then it is understood and agreed that the intention portion of the parties hereto that any rights of subrogation, indemnification or contribution Guaranteed Obligations for which such Guarantor may have under this Guaranty, any other agreement or applicable law is liable hereunder shall be taken into accountthe last portion of the Guaranteed Obligations to be repaid.

The Guaranty. Each of the Guarantors hereby irrevocably and Guarantor unconditionally guarantees, jointly and severally with the other Guarantors, and severally, as a primary obligor and not merely as a surety: (x) the full due and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of all Senior Credit Obligations of the ObligationsBorrower, includingwhether now or hereafter due, without limitationowing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (iand including all liabilities in connection with any notes, bills or other instruments accepted by any Credit Party in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof and (y) the principal due and punctual performance of all covenants, agreements, obligations and interest on each Loan made to liabilities of the Borrower and the Other Loan Parties under or pursuant to 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 Loan Documents and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) Finance Documents (all of the foregoing such monetary and other obligations being herein collectively referred to collectively as the “Guaranteed Obligations”). Upon Anything contained in this Agreement to the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantycontrary notwithstanding, the amount guaranteed by obligations of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the extent, if any, required so greatest amount that its would not render such Guarantor’s obligations hereunder shall not be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (i) in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by such Guarantor hereunder or (B) has been pledged to, and is enforceable by, the Collateral Agent on behalf of the Finance Parties and (ii) under any guaranty of Indebtedness subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Guarantor to the value (as determined under the applicable state Uniform provisions of the Fraudulent Transfer ActLaws) of any rights to subrogation, Uniform Fraudulent Conveyance Act contribution, reimbursement, indemnity or similar statute rights of such Guarantor pursuant to (i) applicable Law or common law(ii) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of the Borrower of obligations arising under guaranties by such parties (including the agreements in Article II). In determining the limitations, if any, on the amount of If any Guarantor’s obligations liability hereunder is limited pursuant to this paragraph to an amount that is less than the preceding sentencetotal amount of the Guaranteed Obligations, then it is understood and agreed that the intention portion of the parties hereto that any rights of subrogation, indemnification or contribution Guaranteed Obligations for which such Guarantor may have under this Guaranty, any other agreement or applicable law is liable hereunder shall be taken into accountthe last portion of the Guaranteed Obligations to be repaid.

The Guaranty. Each Guarantor hereby guarantees to each Lender and to each affiliate of a Lender that enters into an Lender Hedging Agreement with or provides Cash Management Products to a Borrower the prompt payment of all Obligations of the Guarantors hereby irrevocably and unconditionally guaranteesBorrower, jointly and severally with the other Guarantorswhenever arising (hereinafter, collectively, the “Guaranteed Obligations”), in full and punctual payment when due (whether at stated maturity, upon as a mandatory prepayment, by acceleration, a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as mandatory cash collateralization or otherwise), such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This guaranty is a guaranty of payment and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the ObligationsCredit Documents or any Lender Hedging Agreements or agreement pertaining to Cash Management Products, to the extent the obligations of any Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (i) the principal because of and interest on each Loan made to the Borrower pursuant to 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 the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace state or notice and cure period, each federal law relating to fraudulent conveyances or transfers) then the obligations of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under applicable law (whether federal or state and including, if anywithout limitation, 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 Actbankruptcy, Uniform Fraudulent Conveyance Act insolvency or similar statute or common law. In determining the limitations), if anyafter taking into account, on the amount of any among other things, such Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention right of the parties hereto that any rights of subrogation, contribution and indemnification or contribution which such Guarantor may have from each other Credit Party under this Guaranty, any other agreement or applicable law shall be taken into accountor the Contribution Agreement.

The Guaranty. Each of the Guarantors hereby irrevocably and Guarantor unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment when due (whether at stated maturityseverally, upon acceleration or otherwise) of the Obligations, including, without limitation, as a primary obligor and not merely as a surety: (i) the due and punctual payment of all obligations under the Amended and Restated Bridge Notes whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (and including all liabilities in connection with any notes, bills or other instruments accepted by any Holder in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof, and (ii) the due and punctual performance of all covenants, agreements, obligations and interest on each Loan made to liabilities of the Borrower and the Other Credit Parties under or pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, Amended and (iii) all other amounts payable by the Borrower under the Credit Agreement Restated Bridge Notes and the other Bridge Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) Documents (all of the foregoing such monetary and other obligations being herein collectively referred to collectively as the “Guaranteed Obligations”). Upon Anything contained in this Agreement to the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantycontrary notwithstanding, the amount guaranteed by obligations of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the extent, if any, required so greatest amount that its would not render such Guarantor’s obligations hereunder shall not be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (i) in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by such Guarantor hereunder or (B) has been pledged to, and is enforceable by, Collateral Agent for the benefit of the Collateral Agent or Holders or and (ii) under any guaranty of Indebtedness subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Guarantor to the value (as determined under the applicable state Uniform provisions of the Fraudulent Transfer ActLaws) of any rights to subrogation, Uniform Fraudulent Conveyance Act contribution, reimbursement, indemnity or similar statute rights of such Guarantor pursuant to (i) applicable Law or common law(ii) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of the Borrower of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). In determining the limitations, if any, on the amount of event that any Guarantor’s obligations liability hereunder is limited pursuant to this paragraph to an amount that is less than the preceding sentencetotal amount of the Guaranteed Obligations, then it is understood and agreed that the intention portion of the parties hereto that any rights of subrogation, indemnification or contribution Guaranteed Obligations for which such Guarantor may have under this Guaranty, any other agreement or applicable law is liable hereunder shall be taken into accountthe last portion of the Guaranteed Obligations to be repaid.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower Borrowers pursuant to the Credit Agreement, (ii) obligations of the Borrowers owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower Borrowers under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations and obligations in respect of Cash Management Services (but excluding, for the avoidance of doubt, all Excluded Swap Obligations), and (iv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrowers of all of the agreements, conditions, covenants, and obligations of the Borrowers contained in the Loan Documents, but excluding all the Excluded Swap Obligations (all of the foregoing being referred to collectively as the “Guaranteed Obligations”)) for the ratable benefit of the Holders of Secured Obligations. Each Guarantor agrees and acknowledges that it is a Borrower under the Credit Agreement, and that the Lenders have allowed certain of the Company’s Subsidiaries to constitute Borrowers under the Credit Agreement in reliance upon this Guaranty. Upon the failure by the any Borrower to pay punctually any such amountamount or perform such obligation, subject to any all applicable grace or notice and cure periodperiods, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each Guarantor hereby guarantees to each Secured Party, each Affiliate of a Lender that enters into a Secured Hedge Agreement, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment and performance of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the Obligations in full and punctual payment when due (whether at stated maturity, upon as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), each Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, includingthe same will be promptly paid in full when due (whether at extended maturity, without limitationas a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreementcollectively, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon Subject to Section 10.06 and the failure by the Borrower to pay punctually any such amountlast sentence of this Section 10.01 below, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolutejointly and severally agree, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each in furtherance of the Guarantors hereby waives foregoing and not in limitation of any and all benefits and defenses under CC Section 2810 and agrees other right which the Administrative Agent or any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that by doing so Guarantors shall be liable even if Borrower had no liability at upon the time failure of execution of any Guarantor to pay 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 for the ratable benefit of Secured Parties, an amount equal to the sum of the 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 Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against the Borrower for such interest in the related bankruptcy case) and all 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 Loan Documents, the Guaranteed Obligations of each Guarantor under this Agreement and the other Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to an aggregate amount equal to the extent, if any, required so largest amount that its would not render such obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountDebtor Relief Laws.

The Guaranty. Each of the Guarantors hereby irrevocably and Guarantor unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, as a primary obligor and not merely as a surety, the full due and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, all Credit Party Obligations including, without limitation, (ia) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on each Loan made to the Borrower pursuant to the Credit AgreementLoans and Letters of Credit, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (iib) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable each payment required to be made by the Borrower under the Credit Loan Agreement or any other Loan Document, when and as due, and (c) all other monetary obligations under the Loan Documents or any Bank Product, including (i) fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower to the Lender under the Loan Agreement and the other Loan Documents, (ii) the due and includingpunctual performance of all covenants, without limitationagreements, obligations and liabilities of the Borrower under or pursuant to the Loan Agreement and the other Loan Documents; and (iii) the due and punctual payment and performance of all Rate Management Obligations obligations (but excluding, for the avoidance of doubt, all other than Excluded Swap Obligations) of the Borrower, monetary or otherwise, arising under any Bank Products (all of the foregoing being monetary and other obligations referred to in the preceding clauses (a) through (b) being collectively as called the “Guaranteed Obligations”). Upon In no event shall the failure by the Borrower to pay punctually Guaranteed Obligations include any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors Excluded Swap Obligations. Each Guarantor further agrees that it shall forthwith on demand pay the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such amount at the place Guarantor, and in the manner specified in the Credit Agreement that such Guarantor will remain bound upon its guarantee notwithstanding any extension or the relevant other Loan Document, as the case may berenewal of any Guaranteed Obligations. Each of the Guarantors hereby agrees represents and warrants that this Guaranty it is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each direct or indirect Subsidiary of the Guarantors hereby waives any Borrower, and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at has derived substantial benefit from the time of execution of any making of the Loan Documents or thereafter ceases to be liable. Each Loans and Letters of Credit by the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited Lender to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountBorrower.

The Guaranty. Each of the Guarantors The Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations (other than the Excluded Swap Obligations) of Direct, including, without limitation, (i) the principal of and interest on each the Term Loan made to the Borrower Direct pursuant to the Credit Agreement, (ii) all obligations of Direct owing under or in connection with Facility LCsany Related Swap Agreement, and (iii) all other amounts payable by the Borrower Direct or any other Credit Party under the Credit Agreement, any Related Swap Agreement and the other Loan DocumentsDocuments and (iv) the punctual and faithful performance, keeping, observance, and includingfulfillment by Direct of all of the agreements, without limitationconditions, covenants, and obligations of Direct contained in the Loan Documents (all Rate Management Obligations of the foregoing (but excludingother than, for the avoidance of doubt, all the Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations (including the Administrative Agent) being referred to collectively as the “Holders of Obligations”). For the avoidance of doubt, Guaranteed Obligations shall include any amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code. Any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Guarantor or Direct (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantor, the Administrative Agent and the Holders of the Obligations that the Guaranteed Obligations should be determined without regard to any rule of law or order that may relieve the Guarantor or Direct of any portion of such Guaranteed Obligations. Upon (x) the failure by the Borrower Direct or any other Credit Party, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors Guarantor agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Related Swap Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors The Guarantor hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Each The Guarantor hereby agrees that the obligations of the Guarantors hereby waives any Guarantor hereunder are those of primary obligor, and all benefits not merely as surety, and defenses under CC Section 2810 are independent of the Obligations and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution obligations of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any other guarantor, and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability a separate action may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of brought against the Guarantor to enforce this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. (a) Each of the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantorsguarantees to Lender as primary obligor and not as surety, the prompt payment of the Obligations in full and punctual payment when due (whether at stated maturity, upon acceleration as a mandatory prepayment, by acceleration, or otherwise) strictly in accordance with the terms thereof (the undertaking by each Guarantor under this Article XIII being, as amended from time to time, the “Facility Guaranty”). Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, or otherwise), Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, includingthe same will be promptly paid in full when due (whether at extended maturity, without limitationas a mandatory prepayment, by acceleration, or otherwise) in accordance with the terms of such extension or renewal (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management such Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower , and agrees to pay punctually any such amountand all expenses (including, subject to without limitation, the fees and expenses of counsel) incurred by Lender in enforcing any applicable grace rights under this Facility Guaranty or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant any other Loan Document, as . Without limiting the case may be. Each generality of the Guarantors hereby agrees foregoing, each Guarantor’s liability shall extend to all amounts that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each constitute part of the Guarantors hereby waives Guaranteed Obligations and would be owed by any and all benefits and defenses other Loan Party or other guarantor to Lender under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any or in respect of the Loan Documents but for the fact that they are unenforceable or thereafter ceases not allowable due to be liablethe existence of any insolvency proceeding involving such other Loan Party or other guarantor. (b) Each Guarantor and Xxxxxx, hereby confirms that it is the intention of such Persons that this Facility Guaranty and the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that obligations of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Voidable Transactions Act, or any similar law to the extent applicable to this Facility Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, each Guarantor and Lender hereby irrevocably agree that such Guaranteed Obligations and other liabilities shall be limited to the extentmaximum amount as will, if anyafter giving effect to such maximum amount and all other contingent and fixed liabilities of each Guarantor that are relevant under the laws referred to in the first sentence hereof, required so that its obligations hereunder shall not be subject and after giving effect to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Actcollections from, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogationto receive contributions from, indemnification or contribution which such Guarantor may have under this Guarantypayments made by or on behalf of, any other agreement Loan Party or applicable law shall be taken into account.other guarantor in respect of the Obligations under any Loan Document, result in the Guaranteed Obligations and all other DIP Loan and Security Agreement 0000-0000-0000 v.3.docx

The Guaranty. Each The Guarantor Security Agreement and the Guaranty, duly executed by Delphax Canada, together with (a) such lien searches and Canadian personal property security interests registrations sufficient to perfect the security interests granted by the Guarantor Security Agreement and (b) such certificates and other evidence deemed appropriate by Lender to evidence the authorization by Delphax Canada of the Guarantors hereby irrevocably execution, delivery 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) performance of the ObligationsGuarantor Security Agreement and the Guaranty and (c) such opinions of counsel as may be deemed necessary by the Lender. One or more amendments to the Canadian Credit Agreement and other documents related thereto to conform such documents to the amendments set forth in this Agreement. If necessary, includingone or more amendments to the loan documents evidencing the Borrowers and the Canadian Borrower's obligations to Whitebox to conform such documents to the amendments set forth in this Agreement. The Acknowledgement and Agreement of Subordinated Creditor, without limitationin the form attached hereto, duly executed by Whitebox. Payment of the fee described in Paragraph 13. Such other matters as the Lender may require. The Borrower has all requisite power and authority to execute this Amendment and any other agreements or instruments required hereunder and to perform all of its obligations hereunder, and this Amendment and all such other agreements and instruments has been duly executed and delivered by the Borrower and constitute the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms. The execution, delivery and performance by the Borrower of this Amendment and any other agreements or instruments required hereunder have been duly authorized by all necessary corporate action and do not (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreementrequire any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) obligations owing under violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in connection with Facility LCseffect, and having applicability to the Borrower, or the articles of incorporation or by-laws of the Borrower, or (iii) all result in a breach of or constitute a default under any indenture or loan or credit agreement or any other amounts payable by agreement, lease or instrument to which the Borrower under is a party or by which it or its properties may be bound or affected. All of the representations and warranties contained in Article V of the Credit Agreement are correct on and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all as of the foregoing being referred to collectively date hereof as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any though made on and as of such amountdate, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited except to the extent, if any, required so extent that its obligations hereunder shall not be subject such representations and warranties relate solely to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountan earlier date.

The Guaranty. Each (a) Subject to the limitation of Section 1(b), the Guarantors Guarantor hereby unconditionally and irrevocably guarantees as primary obligor and unconditionally guarantees, jointly and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due and payable (whether at stated upon maturity, upon by acceleration or otherwise) of the Obligations, including, obligations of each of the Borrowers (including without limitation, (ilimitation all interest which may be payable thereon prior to or during the pendency of any insolvency or similar proceeding with respect to such Borrower) with respect to payment of the principal of and interest on each Loan made to indebtedness under the Borrower Reducing Note Facility Agreement as evidenced by the notes executed pursuant to the Credit Agreement, (ii) obligations owing under or in connection with terms of the Reducing Note Facility LCs, Agreement and (iii) all other amounts payable by the Borrower letters of credit under the Credit Reducing Note Facility Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Guarantied Obligations”). Upon If any or all of such Guarantied Obligations become due and payable, the failure Guarantor unconditionally promises to pay such indebtedness to the Agent on behalf of the Lenders, or order, on demand, together with any and all expenses which may be incurred by the Borrower to pay punctually Lenders or the Agent in collecting any such amountof the indebtedness which is part of the Guarantied Obligations, subject to the terms of Section 1(b). If the Agent or the Lenders are prevented by law from accelerating any applicable grace of the indebtedness in accordance with the terms of any agreement or notice instrument governing same, the Agent shall be entitled to receive hereunder from the Guarantor, upon demand therefor, the sum which would have otherwise been due had such acceleration occurred. The word “indebtedness” is used in this Agreement in its most comprehensive sense and cure periodincludes any and all advances, debts, obligations and liabilities of 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 Borrowers which are part of the Guarantors hereby agrees Guarantied 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 such 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. Without limiting the generality of the foregoing, the Guarantor acknowledges that this Guaranty guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is payment, not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby (a) The Guarantor absolutely, irrevocably and unconditionally guarantees, jointly and severally with guarantees to the other Guarantors, Bank the full and punctual prompt payment when due (whether at stated maturity, upon acceleration by required prepayment, declaration, acceleration, demand or otherwise) of all obligations of the Borrower to the Bank, whether any such obligation now exists or hereafter arises, and whether for principal, interest, fees, reimbursement obligations, indemnity obligations or other amounts arising under the Term Loan Agreement (any and all of the foregoing, the “Obligations”). The books and records of the Bank showing the amount of the Obligations of the Borrower shall be admissible in evidence in any action or proceeding for the purpose of establishing the amount of the Obligations of the Borrower to the Bank. The Guarantor further agrees to pay to the Bank any and all reasonable out-of-pocket expenses (including all reasonable and documented fees and expenses of counsel) incurred by the Bank in enforcing its rights under this Guaranty. This is a continuing guaranty. It will (i) remain in full force and effect until the Obligations are paid in full, (ii) be binding upon the Guarantor and the Guarantor’s successors and assigns, and (iii) inure to the benefit of and be enforceable by the Bank and its successors and permitted transferees and assigns. The Guarantor’s liability hereunder shall not exceed at any one time the aggregate sum of United States Dollars (US$700,000,000.00) or (if applicable) its equivalent in foreign currencies, at conversion rates established by the Bank, plus any interest accrued thereon, charges relating thereto including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmonetary corrections, if any, required so and all aforementioned costs and expenses. This Guaranty is entered into in connection with the Term Loan Agreement and is not intended to replace or supersede other guaranties (if any) that its obligations hereunder shall not be subject to avoidance under Section 548 may have been executed by the Guarantor in favor 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 Bank in respect of other financial accommodations provided by the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountBank.

The Guaranty. Each of Except as expressly set forth herein, the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees to Purchaser the full and punctual payment when due performance by Contractor (whether at stated maturity, upon acceleration or otherwisei) of the ObligationsWork required under the Contract (including Upgrade Work, when and if an upgrade is ordered) and/or the payment of damages which become due, owing or incurred under or in connection with the Contract (including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excludingliquidated damages), for the avoidance of doubt, all Excluded Swap Obligations) Contractor's failure to perform such Work (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan DocumentUpgrade Work, as the case may be. Each ), in each case subject to the limitations on liability therefor expressly set forth in the Contract and (ii) of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable covenants and unconditional guaranty of payment and is not a guaranty of collection. Each other obligations of the Guarantors hereby waives Contractor under the Contract (including all warranties) (collectively, the "Guarantied Obligations"). The Guarantor and the Purchaser expressly acknowledge that, (i) subject to Section 2.5 below, default by the Contractor or the failure of the Contractor to perform any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at Guarantied Obligation in the time of execution of any required in each case under the Contract, is a condition of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision exercise of this Guaranty, and (ii) in no event shall the amount guaranteed by each Guarantied Obligations exceed the Contractor's obligations and liabilities under the Contract. The Guarantor hereunder shall be limited agrees unconditionally to pay to the extentPurchaser, if anyforthwith on demand by the Purchaser, required so in the manner and currency prescribed under the Contract for payments by the Contractor thereunder, any and every sum or sums of money which the Contractor shall at any time be liable to pay under the Contract and which the Contractor shall have failed to pay at the time that such demand is made. If the Purchaser requests the Guarantor to perform any Guarantied Obligation (other than the payment of money) the Guarantor may undertake to satisfy such obligation by causing another qualified person to perform such Guarantied Obligation or, in its obligations hereunder sole discretion, by assigning such obligation to a qualified party; provided, that such assignment shall not be subject to avoidance under Section 548 of relieve 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 Guarantor of any Guarantor’s obligations hereunder pursuant liability for the performance of such obligation unless and until such obligation has been completely performed. The Guarantied Obligations shall conclusively be deemed to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under been created in reliance upon this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, to the Trustee and each Holder of a Note, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of (i) the Obligationsprincipal of, premium, if any, on, and interest on, the Notes, and interest on the overdue principal of, premium, if any, on, and interest on, the Notes, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes or the Indenture, all in accordance with the terms hereof, (ii) all of the agreements, conditions, covenants, and obligations of the Issuer contained in the Notes or the Indenture, (iii) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing, and (iv) all expenses, including, without limitation, (i) the principal of attorneys’ fees and interest on each Loan made to the Borrower pursuant to the Credit Agreementdisbursements, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable that are incurred by the Borrower under Trustee or the Credit Agreement and Holders in the other Loan Documentsenforcement of any of the foregoing or any obligation of such Guarantor hereunder, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being herein referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower Issuer, to pay punctually any such amountamount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement Notes, the Indenture or the relevant other Loan Guaranteed Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection, and a debt of each Guarantor for its own account. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this GuarantyAccordingly, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder Holders shall not be subject obligated or required before enforcing this Guaranty against any Guarantor: (a) to avoidance under Section 548 pursue any right or remedy the Holders may have against the Issuer, each Guarantor, and each other Person who guarantees all or a portion of the Bankruptcy Code Notes (collectively, the “Note Parties”) or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act other Person or similar statute commence any suit or common law. In determining other proceeding against the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this GuarantyIssuer, any other agreement Note Party or applicable law shall be taken into accountany other Person in any court or other tribunal; or (b) to make any claim in a liquidation or bankruptcy of the Issuer, any other Note Party or any other Person.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, as a primary obligor and not merely as a surety, to each of the below-defined Holders of Guaranteed Obligations and its successors, transfers and assigns, the full and punctual payment and performance 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 the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents, and Documents (including, without limitation, attorneys’ fees and expenses) and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all Rate Management Obligations (but excludingof the agreements, for conditions, covenants, and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable irrevocable, unconditional, present and unconditional continuing guaranty of payment and is not a guaranty of collection. Each , and is no way conditioned upon any attempt to collect from the Borrower, any other Subsidiary Guarantor or any other Affiliate of the Guarantors hereby waives Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and all benefits fully to perform or pay any Guaranteed Obligation as and defenses under CC Section 2810 when the same shall become due and agrees that by doing so Guarantors payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an Event of Default, each Guarantor will forthwith pay or cause to be liable even if Borrower had no liability at paid such amounts to the time of execution of Administrative Agent for application on any of the Loan Documents Guaranteed Obligations, in lawful money of the United States of America, at the place specified in the Credit Agreement, or thereafter ceases perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be liable. Each of performed or complied with, together with interest (in the Guarantors hereby waives any amounts and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, extent required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under Credit Agreement) on any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountdue and owing.

The Guaranty. Each of the Guarantors The Parent hereby irrevocably and unconditionally guarantees, jointly and severally with guarantees to each holder from time to time of any of the other GuarantorsNotes, the full due and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) in full of the Obligations, including, without limitation, (i) the principal of of, Yield-Maintenance Amount, if any, and interest on each Loan made (including without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower pursuant to Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and any other amounts due under, the Credit Agreement, Notes when and as the same shall become due and payable (whether at stated maturity or by DAL02:222894.12 002328 36 required or optional prepayment or by acceleration or otherwise) and (ii) any other sums which may become due under the terms and provisions of the Notes (all such obligations owing under or described in connection with Facility LCs, clauses (i) and (iiiii) all other amounts payable by above are herein called the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “"Guaranteed Obligations”"). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and The guaranty in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty preceding sentence is an absolute, irrevocable present and unconditional continuing guaranty of payment and not of collectibility and is not a guaranty in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of collectionthe Notes or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the Parent agrees to pay 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 this Agreement. Each default in payment of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantyprincipal of, the amount guaranteed by each Guarantor hereunder shall be limited to the extentYield- Maintenance Amount, if any, required so that its obligations or interest on any Note shall give rise to a separate cause of action hereunder shall not and separate suits may be brought hereunder as each cause of action arises. The Parent 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 avoidance under Section 548 as a consequence, direct or indirect, of (i) any breach by 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 Parent of any Guarantor’s obligations hereunder pursuant warranty, covenant, term or condition in, or the occurrence of any default under, this paragraph 11, 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 preceding sentence, it is the intention validity of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountparagraph 11.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under of Holdings or in connection with Facility LCsthe Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of Holdings or the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by Holdings, the Borrower or any of the Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by Holdings and the Borrower of all of the respective agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of Holdings and the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower Holdings or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations (other than the Excluded Swap Obligations), including, without limitation, (i) the principal of and interest on each the Term Loan made to the any Borrower pursuant to the Credit Agreement, (ii) all obligations of any Borrower owing under or in connection with Facility LCsany Related Swap Agreement, and (iii) all other amounts payable by the Borrower Borrowers or any other Credit Party under the Credit Agreement, any Related Swap Agreement and the other Loan DocumentsDocuments and (iv) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrowers of all of the agreements, without limitationconditions, covenants, and obligations of the Borrowers contained in the Loan Documents (all Rate Management Obligations of the foregoing (but excludingother than, for the avoidance of doubt, all the Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations (including the Administrative Agent) being referred to collectively as the “Holders of Obligations”). For the avoidance of doubt, Guaranteed Obligations shall include any amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code. Any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of any Guarantor or any Borrower (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantors, the Administrative Agent and the Holders of the Obligations that the Guaranteed Obligations should be determined without regard to any rule of law or order that may relieve the Guarantors or the Borrowers of any portion of such Guaranteed Obligations. Upon (x) the failure by the any Borrower or any other Credit Party, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Related Swap Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time obligations of execution such Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any other guarantor, and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability a separate action may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of brought against such Guarantor to enforce this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the Borrower pursuant to the Credit AgreementAgreement (including any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Borrower or any Guarantor (or would accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such proceeding) and (ii) obligations owing under or in connection with Facility LCsthe punctual and faithful performance, keeping, observance, and (iii) all other amounts payable fulfillment by the Borrower under of all of the Credit Agreement and the other Loan Documentsagreements, conditions, covenants, and including, without limitation, all Rate Management Obligations (but excluding, for obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond Xxxxxx and Structured Repurchases and all other amounts payable under any Permitted Bond Xxxxxx and Structured Repurchases shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Lenders (which term shall include, for purposes of this Article X, any Hedging Agreement Provider and any Bank Services Provider) to enter into this Agreement and to induce Lenders to extend credit hereunder and under Participating Hedging Agreements and to provide Banking Services, and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: each of the Guarantors hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise, of any and all Obligations. If any or all of the Obligations becomes due and payable hereunder, each Guarantor unconditionally jointly and severally promises to pay such Obligations to the Administrative Agent and the Lenders, or order of the Administrative Agent or any such Lender, 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 Obligations. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, and the maximum amount of liability of each Guarantor shall be limited to the maximum amount that could be asserted against such Guarantor hereunder without (i) rendering such Guarantor “insolvent” within the meaning of Section 101 (31) of the ObligationsBankruptcy Code, Section 2 of the UFTA or Section 2 of the UFCA, (ii) leaving such Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (iii) leaving such Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA, and to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (i) the principal because of and interest on each Loan made to the Borrower pursuant to 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 the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace state or notice and cure period, federal law relating to fraudulent conveyances or transfers) then the obligations of each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under applicable law (whether federal or state and including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountCode).

The Guaranty. Each of the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors guarantees, as a primary obligor and not as a surety to each Secured Party and their respective permitted successors and assigns, the prompt payment in full and punctual payment when due (whether at stated maturity, upon by required prepayment, declaration, demand, by acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to (including any interest, fees, costs or charges that would accrue but for the Borrower pursuant to provisions of (i) Title 11 of the Credit Agreement, United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) obligations owing under or in connection with Facility LCsany other Debtor Relief Laws) on the Loans made by the Lenders to, and (iii) the Notes held by each Lender of, the Borrower, and all other amounts payable Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, in each case strictly in accordance with the Borrower under terms thereof (such obligations, including any future increases in the Credit Agreement and the other Loan Documentsamount thereof, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to herein collectively as called the “Guaranteed Obligations”); provided, however, that Guaranteed Obligations consisting of obligations of any Loan Party arising under any Secured Hedge Agreement shall exclude all Excluded Swap Obligations. Upon the failure by The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay punctually in full when due (whether at stated maturity, by acceleration or otherwise) any such amountof the Guaranteed Obligations, subject to the Guarantors will promptly pay the same in cash, without any applicable grace demand or notice whatsoever, and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty any extension of time of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution or renewal of any of the 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. Notwithstanding any provision hereof or in any other Loan Documents or thereafter ceases Document to be liable. Each the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Guarantors hereby waives Commodity Exchange Act, as amended at the time (i) any and all benefits and defenses transaction is entered into under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantya Specified Hedging Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the amount guaranteed by each Guaranteed Obligations of such Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 include (x) in the case of clause (i) above, such transaction and (y) in 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 case of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guarantyclause (ii) above, any other agreement or applicable law shall be taken into accounttransactions under Specified Hedging Agreements as of such date.

The Guaranty. 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 the Borrower pursuant to 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 the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guaranteesThe Guarantor, jointly and severally with severally, unconditionally ------------ and irrevocably guaranties to the other Guarantors, Lender the full and punctual prompt payment when due and performance of all Liabilities (as defined below), whether at stated maturity, upon by acceleration or otherwise) , of the ObligationsBorrower to the Lender as evidenced by the Note, includingthe Mortgage and Security Agreement and all other documents and agreements relating to, without limitationor executed in connection with, the Note and the Mortgage and Security Agreement, and any interest or currency swap, future option or other interest rate protection or similar agreement (collectively, the "Loan Documents"). As used in -------------- this Guaranty, "Liabilities" means an amount equal to the sum of: (i) the all ----------- accrued but unpaid monthly payments of principal of and interest on each Loan made to payable under the Borrower pursuant to the Credit AgreementNote, (ii) and obligations owing and liabilities of Borrower under any interest or currency swap, further option or other interest rate protection or similar agreement in connection with Facility LCsthe Loan, and (iii) all unpaid real estate taxes, assessments, insurance premiums, operating expenses in owning and managing the Mortgaged Premises and other amounts carrying costs payable by the Borrower under the Credit Agreement Mortgage and the other Loan DocumentsSecurity Agreement, and (iv) the entire unpaid principal balance of the Note, together with all interest, late charges, default interest and other charges due under the Note, and further including, without limitation, all Rate Management Obligations (but excludingreasonable out-of-pocket costs, for expenses, reasonable attorneys' fees and professionals' fees actually and reasonably incurred in the avoidance of doubt, all Excluded Swap Obligations) (all collection of the foregoing being referred to collectively as Liabilities and in any litigation arising from any Liabilities or this Guaranty or in the “Guaranteed Obligations”). Upon the failure defense, protection, preservation and enforcement by the Lender of any rights, liens or remedies against the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Documentdefense, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absoluteprotection, irrevocable preservation and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision enforcement of this Guaranty, . All payments by the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 paid in lawful money of the Bankruptcy Code United States of America. Each payment obligation or under any applicable state Uniform Fraudulent Transfer Actthe Liabilities shall give rise to a separate cause of action, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitationsand separate lawsuits may, if anybut need not, on the amount be brought hereunder as each cause of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountaction arises.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement and the other Loan DocumentsDocuments and (iii) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a guaranty). Notwithstanding anything to the contrary in any Loan Document, the guarantee provided by each of Microchip Technology LLC and Silicon Storage Technology LLC, so long as each remains a Foreign Sub Holdco, shall be without recourse to voting Equity Interests in excess of 65%, in the aggregate, of Microchip Technology Malta Limited.

The Guaranty. Each of the Guarantors hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the Borrower pursuant to the Credit AgreementAgreement (including any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Borrower or any Guarantor (or would accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such proceeding) and (ii) obligations owing under or in connection with Facility LCsthe punctual and faithful performance, keeping, observance, and (iii) all other amounts payable fulfillment by the Borrower under of all of the Credit Agreement and the other Loan Documentsagreements, conditions, covenants, and including, without limitation, all Rate Management Obligations (but excluding, for obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond Xxxxxx and all other amounts payable under any Permitted Bond Xxxxxx shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each Corporate Guarantor hereby guarantees to Lender, as primary obligor and not as surety, the prompt payment and performance of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the Obligations in full and punctual payment when due (whether at stated maturity, upon as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. Each Corporate Guarantor hereby further agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), each Corporate Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, includingthe same will be promptly paid in full when due (whether at extended maturity, without limitationas a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreementcollectively, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon Subject to Section 11.06 and the last sentence of this Section 11.01 below, each Corporate Guarantor hereby jointly and severally agrees, in furtherance of the foregoing and not in limitation of any other right which 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 Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure periodoperation of the automatic stay under Section 362(a) of the Bankruptcy Code), each Corporate Guarantor will, upon demand pay, or cause to be paid, in cash, to Lender, an amount equal to the sum of the Guarantors agrees that it shall forthwith unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on demand pay such amount at Guaranteed Obligations (including interest which, but for any Borrower becoming the place and subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against such Borrower for such interest in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any related bankruptcy case) and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at other Guaranteed Obligations then owed to Lender as aforesaid. Notwithstanding any provision to the time of execution of contrary contained herein or in any other of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this GuarantyDocuments, the amount guaranteed by Guaranteed Obligations of each Corporate Guarantor hereunder under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the extent, if any, required so largest amount that its would not render such obligations hereunder shall not be subject to avoidance under Section 548 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 Bankruptcy Code United States or under any other applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining jurisdictions from time to time in effect and affecting the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountcreditors generally.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the ObligationsObligations (other than Obligations arising or incurred to the Lenders or any of their Affiliates under any Swap Agreement or any Banking Services Agreement), including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCs, of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”) and (iii) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations Documents (but excluding, for the avoidance of doubt, all Excluded other than any Swap ObligationsAgreement or any Banking Services Agreement) (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower had no liability at the time of execution of or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees date when it would have been due (but so that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the Borrower pursuant to the Credit Agreement, (ii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or in connection with Facility LCsBanking Services Agreement, and (iii) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (iv) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create or include any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower had no liability at the time of execution of or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees date when it would have been due (but so that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the any Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by any Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of such Borrower contained in the avoidance of doubt, all Excluded Swap Obligations) Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create or include any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the any Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability at they incur as a result of the time of execution of Company or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees date when it would have been due (but so that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the any Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement, (iv) all other amounts payable by the any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by any Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of such Borrower contained in the avoidance of doubt, all Excluded Swap Obligations) Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Obligations”). Upon (x) the failure by the any Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any 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 Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: the Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit 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 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 Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such 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 (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (i) the principal because of and interest on each Loan made to the Borrower pursuant to 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 the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace law relating to fraudulent conveyances or notice and cure period, transfers) then the obligations of each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under applicable law (including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountExcluded Swap Obligations.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of Notwithstanding the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at foregoing or anything else contained in this Guaranty to the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantycontrary, the maximum amount guaranteed of Guaranteed Obligations of Apollo Global hereunder at any time shall not exceed the aggregate outstanding amount of intercompany debt owing by each Guarantor hereunder shall be limited Apollo Global to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which Borrower at such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounttime.

The Guaranty. Each For valuable consideration, each of the Guarantors undersigned (each a “Guarantor”) hereby irrevocably unconditionally guarantees and unconditionally guaranteespromises to pay promptly to Bank of America, jointly N.A., as administrative agent for the benefit of the hereinafter defined Lenders, its subsidiaries and severally with affiliates (collectively, “Administrative Agent”), or order, in lawful money of the other GuarantorsUnited States, the full any and punctual payment all Indebtedness of Prospect Medical Holdings, Inc. and/or Prospect Medical Group (each a “Borrower”) to Administrative Agent or any Lender when due (due, whether at stated maturity, 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 ObligationsIndebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCshazardous waste indemnities), and (iii) other costs and expenses relating to or arising out of the Indebtedness and for all swap, option, or forward obligations now or hereafter owing from Borrower to Administrative Agent or any Lender. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other amounts payable by the Borrower under the Credit Agreement outstanding guaranties, and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance liability of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that Guarantor under this Guaranty is an absolute, irrevocable and unconditional guaranty exclusive of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses Guarantor’s liability under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of guaranties signed by Guarantor. If multiple individuals or entities sign this Guaranty, the amount guaranteed by each Guarantor hereunder their obligations under this Guaranty shall be limited to the extentjoint and several. If Guarantor is a subsidiary or affiliate of Borrower, if any, required so that its obligations Guarantor’s liability hereunder shall not be exceed at any one time the largest amount during the period commencing with Guarantor’s execution of this Guaranty and thereafter that would not render Guarantor’s obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or under any comparable provisions of any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of, and all amounts payable by, the Borrower or any other Loan Party owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement (iiisuch agreement, a “Lender Swap Agreement” or “Lender Banking Services Agreement”, respectively, and such obligations and amounts under such Lender Swap Agreements being referred to as “Swap Obligations”), (iv) all other amounts payable by the Borrower or any other Loan Party under the Credit Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Lender Swap Agreement, any Lender Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each Guarantor hereby guarantees to each Lender and Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment and performance of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the Obligations in full and punctual payment when due (whether at stated maturity, upon as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), each Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, includingthe same will be promptly paid in full when due (whether at extended maturity, without limitationas a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal (i) collectively, the principal of and interest on each Loan made "Guaranteed Obligations"). ​ ​ ​ Subject to the Borrower pursuant to 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 Section 13.6 and the other Loan Documentslast sentence of this Section 13.1 below, the Guarantors hereby jointly and includingseverally agree, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all in furtherance of the foregoing being referred and not in limitation of any other right which 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 collectively be paid when and as the “Guaranteed Obligations”). Upon 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 failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each operation of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance automatic stay under Section 548 362(a) of the Bankruptcy Code or under any other applicable state Uniform Fraudulent Transfer ActLaw), Uniform Fraudulent Conveyance Act the Guarantors will, upon demand pay, or similar statute or common law. In determining cause to be paid, in cash, to Agent for the limitationsratable benefit of Lenders, if any, on an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for any Guarantor’s obligations hereunder pursuant to Borrower becoming the preceding sentence, it is subject of a case under the intention of the parties hereto that any rights of subrogation, indemnification Bankruptcy Code or contribution which such Guarantor may have under this Guaranty, any other agreement applicable Law, would have accrued on such Guaranteed Obligations, whether or applicable law shall be taken into accountnot a claim is allowed against such Borrower for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Agent and Lenders as aforesaid.

The Guaranty. Each of the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors guarantees, as a primary obligor and not as a surety to each Secured Party and their respective permitted successors and assigns, the prompt payment in full and punctual payment when due (whether at stated maturity, upon by required prepayment, declaration, demand, by acceleration or otherwise) of the Obligationsprincipal of and interest (including any interest, includingfees, without limitation, costs or charges that would accrue but for the provisions of (i) the principal Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsany other Debtor Relief Laws) on the Loans made by the Lenders to, and (iii) the Notes held by each Lender of, the Borrower, and all other amounts payable Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or any Secured Hedge Agreement or any Secured Cash Management Agreement, in each case strictly in accordance with the Borrower under terms thereof (such obligations, including any future increases in the Credit Agreement and the other Loan Documentsamount thereof, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to herein collectively as called the “Guaranteed Obligations”); provided, however, that Guaranteed Obligations consisting of obligations of any Loan Party arising under any Secured Hedge Agreement shall exclude all Excluded Swap Obligations. Upon the failure by The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay punctually in full when due (whether at stated maturity, by acceleration or otherwise) any such amountof the Guaranteed Obligations, subject to the Guarantors will promptly pay the same in cash, without any applicable grace demand or notice whatsoever, and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty any extension of time of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution or renewal of any of the 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. Notwithstanding any provision hereof or in any other Loan Documents or thereafter ceases Document to be liable. Each the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Guarantors hereby waives Commodity Exchange Act, as amended at the time (i) any and all benefits and defenses transaction is entered into under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantya Secured Hedge Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the amount guaranteed by each Guaranteed Obligations of such Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 include (x) in the case of clause (i) above, such transaction and (y) in 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 case of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guarantyclause (ii) above, any other agreement or applicable law shall be taken into accounttransactions under Secured Hedge Agreements as of such date.

The Guaranty. Each of the Guarantors hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance 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 the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower or any Subsidiary owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”); provided however that the definition of Guaranteed Obligations shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining the obligations of any Guarantor hereunder. Notwithstanding the foregoing, and for the avoidance of doubt, obligations arising from Bond Xxxxxx and letter of credit facilities that are not under the Credit Agreement shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.