Common use of Guaranty; Limitation of Liability Clause in Contracts

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, absolutely, unconditionally and irrevocably guarantees the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, of all Obligations of the Borrower, each Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent). Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Party under or in respect of the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration or similar proceeding involving such other Guarantor.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Holdings hereby absolutely, unconditionally and irrevocably guarantees to the Collateral Agent, for the benefit of the Secured Parties, as primary obligor and not merely as surety, the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, and performance of all First Lien Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, increases, modifications, substitutions, amendments amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing First Lien Obligations)) and whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof, whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, First Lien Obligations being the “Guaranteed First Lien Obligations”), and agrees to pay any and all reasonable expenses incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 ,” provided that Guaranteed First Lien Obligations consisting of the Credit Agreement (including reasonable fees, expenses and disbursements obligations of any law firm or other external counsel to the Administrative AgentLoan Party arising under any Secured Hedge Agreement shall exclude all Excluded Swap Obligations). Without limiting the generality of the foregoing, the undersigned’s Holdings’ liability shall extend to all amounts that constitute part of the Guaranteed First Lien Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned herebyIn order to induce Agent and Lenders to enter into this Agreement and to induce the Lenders to extend credit hereunder and to induce the Lenders or their affiliates provide Bank Products, jointly and severally with in recognition of the other Guarantorsdirect benefit received by the Guarantors from the extension of such credit and provision of such Bank Products, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees (the undertaking by each Guarantor under this Section 15 being, as amended from time to time, the “Facility Guaranty”) the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each Loan other Credit Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being 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 any other Secured Party in enforcing any rights under this Guaranty Supplement, the Facility Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable feesDocument, expenses and disbursements of any law firm or other external counsel subject to the Administrative Agent)limitations expressly set forth elsewhere herein. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Credit Party to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration or similar proceeding any Insolvency Proceeding involving such other GuarantorCredit Party.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Foreign Obligations Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, European Borrower and each other Foreign Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any in respect of the Loan Documents, the Secured Hedge Agreements and the Secured Cash Management Obligations now or hereafter existing Agreements (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Foreign Obligations”). Each US Obligations Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the US Borrower and each other US Loan Party now or hereafter existing under or in respect of the Loan Documents, the Secured Hedge Agreements and the Secured Cash Management Agreements (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed US Obligations” and, together with the Guaranteed Foreign Obligations, the “Guaranteed Obligations”), and . Each Guarantor agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Lender Party in enforcing any rights against such Guarantor under this Guaranty Supplement, the Guaranty Agreement or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersignedeach Foreign Obligations Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Foreign Obligations and each US Obligations Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed US Obligations, in each case that would be owed by any the European Borrower and other Guarantor Foreign Loan Parties or the US Borrower and the other US Loan Parties, respectively, to any Secured Lender Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such Borrower or other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the BV Borrower, each Loan Party guaranteeing the Obligations of the BV Borrower in its capacity as Borrower (and any Restricted not as Guarantor) and each other Foreign Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any the Cash Management Obligations now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise, and the Bilateral Obligations of each Bilateral Provider (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses incurred (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Foreign Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements Attorney Costs of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its Foreign Guaranty obligations as a Borrower under the Credit Agreement. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party. Notwithstanding anything herein or in the Credit Agreement to the contrary, (i) the aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) The undersigned herebyhereby absolutely and unconditionally guarantees, jointly as a guaranty of payment and severally with the other Guarantorsperformance and not merely as a guaranty of collection, absolutely, unconditionally and irrevocably guarantees the punctual paymentprompt payment when due, whether at scheduled maturity or stated maturity, by required prepayment, upon acceleration, demand or otherwise, of and at all Obligations of the Borrowertimes thereafter, each Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or and all existing and future indebtedness and liabilities of the foregoing Obligations)every kind, whether nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees, fees indemnities, contract causes of actiondamages, costs, expenses or otherwise otherwise, of the Borrower to the Lender Parties arising under the Credit Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof), and whether recovery upon such Obligationsindebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the undersigned or the Borrower under any Debtor Relief Laws, and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the . The Administrative Agent). Without limiting ’s books and records showing the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and would shall be owed binding upon the undersigned and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any other fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any Secured Party under or in respect all of the Finance Documents but for the fact that they are unenforceable or not allowable due foregoing. Anything contained herein to the existence contrary notwithstanding, the obligations of the undersigned hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a bankruptcyfraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, liquidation, receivership, examinership, reorganization, administration United States Code) or any comparable provisions of any similar proceeding involving such other Guarantorfederal or state law.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor except when and as released upon the occurrence of a Permitted Disposition, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents and the Secured Hedge Agreements (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interestreimbursement obligations, interest (including Post Petition Interest), premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of or any law firm or other external counsel to the Administrative Agent)Secured Hedge Agreement. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Loan Documents or the Secured Hedge Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations obligations of the Borrower, each other Loan Party guaranteeing now or hereafter existing under or in respect of (x) the Obligations Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Restricted Subsidiary which Person that is a Lender or an obligor with respect Affiliate of a Lender at the time that it becomes a party to any Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligationsobligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party Lender in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 Document. For purposes of this Guaranty and any Guaranty Supplement, (i) the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent). Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Party under or in respect of the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration or similar proceeding involving such other Guarantor.term “

Guaranty; Limitation of Liability. (a) The undersigned herebyEach European Obligations Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each Loan Party guaranteeing the Obligations of the European Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any in respect of the Loan Documents, the Secured Hedge Agreements and the Secured Cash Management Obligations now or hereafter existing Agreements (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed European Obligations”). Each US Obligations Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the US Borrower now or hereafter existing under or in respect of the Loan Documents, the Secured Hedge Agreements and the Secured Cash Management Agreements (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed US Obligations” and, together with the Guaranteed European Obligations, the “Guaranteed Obligations”), and . Each Guarantor agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Lender Party in enforcing any rights against such Guarantor under this Guaranty Supplement, the Guaranty Agreement or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersignedeach European Obligations Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed European Obligations and each US Obligations Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed US Obligations, in each case that would be owed by any other Guarantor the European Borrower or the US Borrower, respectively, to any Secured Lender Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorBorrower.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of the Applicable Percentage (as defined below) of all Obligations payment, performance and other obligations of the Borrower, each Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements Company now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Credit Documents (including, without limitation, the Obligations and any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, reimbursement obligations, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise, including, without limitation, (i) the obligation of the Company to pay principal, interest, letter of credit fees, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by the Company under any Credit Document, (ii) the obligation of the Company to reimburse any amount in respect of any drawing under the Letter of Credit issued for the account of the Company and (iii) any liability of the Company on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding (such Obligations, Applicable Percentage of such obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party Beneficiary in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable feesDocument. As used herein, expenses and disbursements of any law firm or other external counsel to the Administrative Agent). Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Party under or in respect of the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration or similar proceeding involving such other Guarantor.“

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment and performance when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or in respect of the Loan Documents, any Secured Hedge Agreement, any Secured Bank Product Agreement, or any Secured Cash Management Obligations now or hereafter existing Agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”; provided that the Guaranteed Obligations shall not include any Excluded Swap Obligations), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent either Agent, any other Lender Party, any Hedge Bank, any provider of Bank Products, or any other Secured Party Cash Management Bank in enforcing any rights under under, as applicable, this Guaranty SupplementGuaranty, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable feesDocument, expenses and disbursements of any law firm Secured Hedge Agreement, Secured Bank Product Agreement, or other external counsel to the Administrative Agent)any Secured Cash Management Agreement. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Lender Party or any Hedge Bank or any Cash Management Bank under or in respect of of, as applicable, the Finance Loan Documents or any Secured Hedge Agreement, Secured Bank Product Agreement, or any Secured Cash Management Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party under any Bankruptcy Law. Each Guarantor hereby acknowledges and agrees that this Guaranty constitutes a guaranty of payment and performance when due of all Guaranteed Obligations and not of collection and, to the fullest extent permitted by applicable law, waives any right to require that any resort be had by any Lender Party or any Hedge Bank or any Cash Management Bank to any of the Collateral or other security held for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on the books of any Lender Party or any Hedge Bank or any Cash Management Bank in favor of any Loan Party or any other Person or to any other guarantor of all or part of the Guaranteed Obligations.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, Borrower and each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, excluding all Excluded Swap Obligations, being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Guarantied Party in enforcing any rights under this Guaranty Supplement, the Guaranty Agreement or any other Loan Document in accordance with Section 10.04 Document; provided that the Guarantors shall not be required to pay the costs and expenses of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external more than one counsel to for the Administrative AgentAgent and the other Guarantied Parties, absent a conflict of interest (or in the case of a conflict of interest, one additional counsel for all similarly conflicted parties), and any necessary or desirable local or foreign counsel (limited to tax, litigation and corporate counsel in each applicable jurisdiction or, in the case of a conflict of interest, one additional tax, litigation and corporate counsel in such jurisdiction for all similarly conflicted parties). Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Guarantied Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party. This Guaranty is a guaranty of payment and not merely of collection.

Guaranty; Limitation of Liability. Subject to the terms of the Credit Agreement, including, without limitation, Section 9.14: (a) The undersigned hereby, jointly and severally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, Borrower and each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations, but in each case, excluding all Excluded Swap Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent Agent, any Lender Party or any other Secured Party Hedge Bank in enforcing any rights under this Guaranty Supplement, the Guaranty Guaranty, the Credit Agreement or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to the Administrative Agent, any Secured Lender Party or any Hedge Bank under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, in its capacity as a Borrower and not as a Guarantor, each Loan Party guaranteeing the Obligations of the Borrower and any each other Restricted Subsidiary which that is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any the Cash Management Obligations now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other Guarantor.

Guaranty; Limitation of Liability. (a) The undersigned herebyhereby absolutely and unconditionally guarantees, jointly as a guaranty of payment and severally with the other Guarantorsperformance and not merely as a guaranty of collection, absolutely, unconditionally and irrevocably guarantees the punctual paymentprompt payment when due, whether at scheduled maturity or stated maturity, by required prepayment, upon acceleration, demand or otherwise, of and at all Obligations of the Borrowertimes thereafter, each Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or and all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and Secured Obligations whether for principal, interest, premiums, fees, indemnities, contract causes of actiondamages, costs, expenses or otherwise otherwise, of the Borrower to the Secured Parties, and whether arising under the Credit Agreement or under any other Loan Document, or under any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof), and whether recovery upon such Obligationsindebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Debtor Relief Laws, and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the . The Administrative Agent). Without limiting ’s books and records showing the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and would shall be owed binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any other fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any Secured Party under or in respect all of the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration or similar proceeding involving such other Guarantorforegoing.

Guaranty; Limitation of Liability. (a) The undersigned hereby(i) Each U.S. Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrowereach other Credit Party, each Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations (such Obligations being the "U.S. Guaranteed Obligations") and (ii) each Canadian Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of Bowater Canada, including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the Obligations thereof (the "Canadian Guaranteed Obligations" and, together with the U.S. Guaranteed Obligations, being referred to herein the "Guaranteed Obligations"), in each case, whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, the “Guaranteed Obligations”)otherwise, and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by any Agent, the Administrative Agent Initial Lenders or any other Secured Party Lender in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersigned’s each applicable Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Credit Party to any Secured Party Lender as set forth above under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorCredit Party. Notwithstanding anything contained herein to the contrary, no Canadian Guarantor shall have any liability whatsoever with regard to the Obligations or Guaranteed Obligations of any Credit Party other than Bowater Canada and the other Canadian Guarantors.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise, in each case exclusive of all Excluded Swap Obligations (such Obligations, guaranteed Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Lender Party in enforcing any rights under this Guaranty Supplement, the Guaranty Agreement or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Lender Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection. Notwithstanding anything to the contrary herein, the Lender Parties shall immediately release the guaranty of any Guarantor at such time as the Guarantor has completed Transfers and/or designations in compliance with Section 5.02(e) such that the Guarantor does not own, directly or indirectly any one or more Unencumbered Assets.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees guarantees, jointly and severally, the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremiums (including, without limitation, any Prepayment Premium), fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees agrees, subject to and without limitation on the Credit Agreement, to pay any and all costs and expenses (including, without limitation, reasonable and documented fees and expenses of counsel, provided that if no Event of Default has occurred and is continuing, such costs and expenses of counsel shall be limited to a single form of primary outside counsel and, if necessary, one local counsel in each applicable jurisdiction, for the Secured Parties) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty Agreement or any other Loan Document Document, in accordance with each case as and to the extent payable under Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements as if the obligations of any law firm or other external counsel to the Administrative AgentBorrower under such Section were obligations of such Guarantor). Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwiseotherwise (in each case as provided in the Loan Agreement and the other Loan Documents), of all Obligations of the Borrower, each Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing under or in respect of the Loan Agreement and the other Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Borrower Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, reimbursement obligations, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise, including, without limitation, the obligation of the Borrower to pay principal, interest, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by the Borrower under any Loan Document (such Obligationsall of the foregoing obligations, collectively, 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 any other Secured Party Beneficiary in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Guaranty. Without limiting the generality of the foregoing, the undersignedGuarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor the Borrower to any Secured Party Beneficiary under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such the Borrower. The Guarantor further agrees that its guaranty hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other GuarantorBeneficiary to any of the security held for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or any other Beneficiary in favor of the Borrower or any other Person.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentguarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at scheduled maturity or stated maturity, by required prepayment, upon acceleration, demand or otherwise, of and at all Obligations of the Borrowertimes thereafter, each Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or and all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of actiondamages, costs, expenses or otherwise (such Obligationsotherwise, of the “Guaranteed Obligations”)Borrowers to the Lenders, and agrees to pay any and all reasonable expenses incurred by the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other Secured Party modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in enforcing connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any rights instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty Supplement(other than payment thereof), the Guaranty and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of way relating to any law firm or other external counsel to the Administrative Agent). Without limiting the generality all of the foregoing. For the avoidance of doubt, the undersigned’s liability shall extend respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor. (b) Notwithstanding anything to the contrary in clause (a) above, each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each Lender, hereby confirms that it is the intention of all amounts such Persons that constitute part of this Guaranty, the Guaranteed Obligations and would be owed by any other obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar avoidable or invalid transaction under foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Lenders and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any Secured Party time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting such fraudulent transfer or conveyance or other similarly avoidable or invalid transaction. (c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to the Administrative Agent or any Lender under this Guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to the other Guarantor so as to maximize the aggregate amount paid to the Administrative Agent and the Lenders under or in respect of this Agreement. In no event, however, shall the Finance Documents but for Administrative Agent and the fact Lenders be entitled to more than a single recovery. For the avoidance of doubt, Section 3.5 of this Agreement (and any provisions that they are unenforceable or not allowable due cross-reference Section 3.5) shall apply mutatis mutandis to the existence of any payment made by a bankruptcy, liquidation, receivership, examinership, reorganization, administration or similar proceeding involving such other GuarantorGuarantor under this Guaranty. 15.2.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment and performance when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”; provided that the Guaranteed Obligations shall not include any Excluded Swap Obligations), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative any Agent or any other Secured Party Lender in enforcing any rights under under, as applicable, this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party Lender under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party under any Bankruptcy Law. Each Guarantor hereby acknowledges and agrees that this Guaranty constitutes a guaranty of payment and performance when due of all Guaranteed Obligations and not of collection and, to the fullest extent permitted by applicable law, waives any right to require that any resort be had by any Agent or any Lender to any of the Collateral or other security held for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on the books of any Agent or any Lender in favor of any Loan Party or any other Person or to any other guarantor of all or part of the Guaranteed Obligations.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach of Holdings and each Subsidiary Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any in respect of the Loan Documents, Secured Interest Rate/Currency Agreements, Secured Commodity Hedge Agreements or Secured Cash Management Obligations now or hereafter existing Agreements (including, without limitation, including any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including reasonable fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable feesDocument, expenses and disbursements of any law firm Secured Interest Rate/Currency Agreement, Secured Commodity Hedge Agreements or other external counsel to the Administrative Agent)Secured Cash Management Agreement. Without limiting the generality of the foregoing, the undersigned’s liability of each of Holdings and each Subsidiary Guarantor shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Documents Loan Documents, Secured Interest Rate/Currency Agreements, Secured Commodity Hedge Agreements or Secured Cash Management Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrowerobligations, each Loan Party guaranteeing the Obligations indebtedness and liabilities of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now on or hereafter existing or any Cash Management Obligations for the Note, now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligationsobligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, obligations being 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 any other Secured Party Lender in enforcing any rights under this Guaranty Supplement, or the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Note. Without limiting the generality of the foregoing, the undersignedGuarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor the Borrower to any Secured Party Lender under or in respect of the Finance Documents Note but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving the Borrower. Notwithstanding the terms of the Note or any related document, as concerns the obligations of Guarantor hereunder with respect to the Guaranteed Obligations, prepayment of the Guaranteed Obligations shall be required by Guarantor hereunder each time (to be paid within ten (10) days thereafter) Guarantor or any Affiliate thereof raises, from time to time, funds through the sales of equity interests in Guarantor or its Affiliates or obtains funds by borrowing from other sources; provided that (i) this prepayment requirement shall only apply to funds received by Guarantor or any Affiliate thereof after September 30, 2015, and then, after such date, only to sales of equity interests or borrowings from other Guarantorsources if the total funds generated thereby from and after October 1, 2015, exceed Five Hundred Thousand Dollars ($500,000.00), and (ii) the total amount of any such prepayment required at a particular time by Guarantor hereunder, together with any prepayment then due under similar prepayment provisions included in other guarantees executed by Guarantor or its Affiliates in favor of Lender, is limited to fifty percent (50%) of the amount of funds then raised by such sale of equity interests or borrowings.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, 15.1.1. Each Initial Guarantor hereby absolutely, unconditionally and irrevocably guarantees (the undertaking by each Initial Guarantor under this Section 15 being, as amended from time to time, the “Initial Guaranty”) the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements other Obligor now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being 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 any other Secured Party in enforcing any rights under this Guaranty Supplement, the Initial Guaranty or any other Loan Document in accordance with Document, provided, however, that each Initial Guarantor shall only be liable under this Section 10.04 for the maximum amount of the Credit Agreement (including reasonable feessuch liability that can be hereby incurred without rendering this Section, expenses as it relates to such Initial Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and disbursements of not for any law firm or other external counsel to the Administrative Agent)greater amount. Without limiting the generality of the foregoing, the undersignedeach Initial Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Obligor to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration or similar proceeding any Insolvency Proceeding involving such other GuarantorObligor.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of the Applicable Percentage (as defined below) of all Obligations payment, performance and other obligations of the Borrower, each Loan Party guaranteeing the Obligations of the Guaranteed Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, reimbursement obligations, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise, including, without limitation, (i) the obligation of the Guaranteed Borrower to pay principal, interest, Letter of Credit fees, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by the Guaranteed Borrower under any Loan Document, (ii) the obligation of the Guaranteed Borrower to reimburse any amount in respect of any drawing under any Letter of Credit issued for the account of the Guaranteed Borrower and (iii) any liability of the Guaranteed Borrower on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding (such Obligations, obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party Beneficiary in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable feesDocument. As used herein, expenses and disbursements of any law firm or other external counsel to the Administrative Agent). Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Party under or in respect of the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration or similar proceeding involving such other Guarantor.“

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “"Guaranteed Obligations”"), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Subsidiary Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersigned’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party. The undersigned, and by its acceptance of this Guaranty Supplement, the Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement, the Subsidiary Guaranty and the Obligations of the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement, the Subsidiary Guaranty and the Obligations of the undersigned hereunder and thereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the undersigned hereby irrevocably agree that the Obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty not constituting a fraudulent transfer or conveyance. The undersigned hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guaranty Supplement, the Subsidiary Guaranty, the Parent Guaranty or any other guaranty, the undersigned will contribute, to the maximum extent permitted by applicable law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of (i) all Obligations of (A) the Borrower, BV Borrower and (B) each Loan Party guaranteeing the Obligations of the BV Borrower, (ii) all obligations of the BV Borrower and any Restricted each Foreign Subsidiary which is an obligor with in respect to any Secured Hedge Agreements now or hereafter existing or any of Cash Management Obligations and Secured Hedge Obligations and (iii) the Bilateral Obligations of each Bilateral Provider, in respect of each of the foregoing, whether now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligationsobligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred Foreign Guaranty by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements Attorney Costs of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other Guarantor. Notwithstanding anything herein or in the Credit Agreement to the contrary, (i) the aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Each Guarantor (which for avoidance of doubt includes each Borrower) hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of (i) all Obligations of the Borrower, each Loan Party guaranteeing Borrowers for which the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect Borrowers are personally liable pursuant to any Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing Section 10.02 (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise, and (ii) the obligation of the Borrowers described in Section 5.01(aa)(v) to fund the First 50% of PIP Reserve Funds (the “PIP Guaranteed Obligations”) (such ObligationsObligations described in clauses (i) and (ii), being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Guaranteed Obligations. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection. In respect of the PIP Guaranteed Obligations, upon the funding in full by the Borrowers of the First 50% of PIP Reserve Funds in respect of an individual Asset pursuant to Section 5.01(aa)(v), the PIP Guaranteed Obligations in respect of such Asset shall be reduced automatically to zero.

Guaranty; Limitation of Liability. (a) a. The undersigned hereby, jointly and severally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and out-of-pocket expenses of counsel) incurred by the Administrative Agent or any other Secured Party Lender in enforcing any rights under this Subsidiary Guaranty Supplement, the Guaranty Supplement or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party Lender under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party. The undersigned, and by its acceptance of this Subsidiary Guaranty Supplement, the Administrative Agent and each other Lender, hereby confirms that it is the intention of all such Persons that this Subsidiary Guaranty Supplement, the Credit Agreement and the Obligations of the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Subsidiary Guaranty Supplement, the Credit Agreement and the Obligations of the undersigned hereunder and thereunder. To effectuate the foregoing intention, the Administrative Agent, the other Lenders and the undersigned hereby irrevocably agree that the Obligations of the undersigned under this Subsidiary Guaranty Supplement and the Credit Agreement at any time shall be limited to the maximum amount as will result in the Obligations of the undersigned under this Subsidiary Guaranty Supplement and the Credit Agreement not constituting a fraudulent transfer or conveyance. The undersigned hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Lender under this guaranty or any other guaranty, the undersigned will contribute, to the maximum extent permitted by applicable law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Lenders under or in respect of the Loan Documents.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all (i) Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations) and (ii) obligations of each other Loan Party to pay the principal amount of all reimbursement obligations and unpaid drawings with respect to any letters of credit issued for the account of any such Loan Party by any Lender Party or any Affiliate thereof, provided that the obligations of the Loan Parties pursuant to this clause (ii) shall not, at any time, exceed $30,000,000 (the letters of credit described in this clause (ii), the “Secured Letters of Credit”), in each case, whether direct or indirect, absolute or contingent, and whether for principal, interestinterest (including, without limitation, Post Petition Interest), premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations and obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the BV Borrower, each Loan Party guaranteeing the Obligations of the BV Borrower and any Restricted each other Foreign Subsidiary which that is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any the Cash Management Obligations now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise and the Bilateral Obligations of each Bilateral Provider (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Foreign Guaranty Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements Attorney Costs of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other Guarantor. Notwithstanding anything herein or in the Credit Agreement to the contrary, (i) the aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents and the Hedge Agreements (including, without limitation, including any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise except, with respect to any Guarantor, all Excluded Swap Obligations (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses of such Guarantor (including fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Guaranteed Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Guaranteed Document. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Guaranteed Party under or in respect of the Finance Guaranteed Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Senior Subordinated Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or in respect of this Agreement or any Cash Management Obligations now or hereafter existing of the other Senior Subordinated Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Senior Subordinated Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Senior Subordinated Obligations being the “"Guaranteed Obligations”"), and agrees to pay any and all reasonable expenses (including, without limitation, Enforcement Expenses) incurred by the Senior Subordinated Administrative Agent or any other Secured Party Senior Subordinated Lender in enforcing any rights under this Guaranty Supplement, the Guaranty Agreement or any other Senior Subordinated Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersigned’s each Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to the Senior Subordinated Administrative Agent or any Secured Party Senior Subordinated Lender under or in respect of the Finance Senior Subordinated Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned Each Subsidiary Guarantor hereby, jointly and severally with the other Guarantorsseverally, absolutely, unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, the full and punctual paymentpayment when due and performance, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the now or hereafter existing, including, without limitation, all Obligations under or in respect of the Borrower Loan Documents, any Letter of Credit, any Secured Cash Management Agreement and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any Agreement (the Loan Documents, Letters of Credit, Secured Cash Management Obligations now or hereafter existing Agreements and Secured Hedge Agreements, collectively, the “Secured Documents”) (including, without limitation, any extensions, increases, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Secured Document, to the extent reimbursable under Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Agreement. Without limiting the generality of the foregoing, the undersignedeach Subsidiary Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other Loan Party. Notwithstanding anything herein to the contrary, (a) Guaranteed Obligations of any Loan Party under any Secured Cash Management Agreement or Secured Hedge Agreement shall be guaranteed only to the extent that, and for so long as, the other Guaranteed Obligations are guaranteed and (b) the Guaranteed Obligations with respect to any Subsidiary Guarantor shall not include Excluded Swap Obligations of such Subsidiary Guarantor.. Each of the parties hereto acknowledges and agrees that this Guaranty constitutes, and this Guaranty shall be deemed to constitute, a “keepwell, support, or other agreement” by each Qualified ECP Guarantor for the benefit of each other Subsidiary Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or in respect of the Loan Documents, any Secured Hedge Agreement, any Secured Bank Product Agreement, or any Secured Cash Management Obligations now or hereafter existing Agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”; provided that the Guaranteed Obligations shall not include any Excluded Swap Obligations), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent Agent, any other Lender Party, any Hedge Bank, any provider of Bank Products, or any other Secured Party Cash Management Bank in enforcing any rights under under, as applicable, this Guaranty SupplementGuaranty, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable feesDocument, expenses and disbursements of any law firm Secured Hedge Agreement, Secured Bank Product Agreement, or other external counsel to the Administrative Agent)any Secured Cash Management Agreement. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Lender Party or any Hedge Bank or any Cash Management Bank under or in respect of of, as applicable, the Finance Loan Documents or any Secured Hedge Agreement, Secured Bank Product Agreement, or any Secured Cash Management Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other Guarantor.Loan Party. Express – Exhibit D to Second Amended and Restated ABL Credit Agreement

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentguarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at scheduled maturity or stated maturity, by required prepayment, upon acceleration, demand or otherwise, of and at all Obligations of the Borrowertimes thereafter, each Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or and all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of actiondamages, costs, expenses or otherwise (such Obligationsotherwise, of the “Guaranteed Obligations”)Borrowers to the Lenders, and agrees to pay any and all reasonable expenses incurred by the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other Secured Party modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in enforcing connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any rights instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty Supplement(other than payment thereof), the Guaranty and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of way relating to any law firm or other external counsel to the Administrative Agent). Without limiting the generality all of the foregoing. For the avoidance of doubt, the undersigned’s liability shall extend respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor. (b) Notwithstanding anything to the contrary in clause (a) above, each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each Lender, hereby confirms that it is the intention of all amounts such Persons that constitute part of this Guaranty, the Guaranteed Obligations and would be owed by any other obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar avoidable or invalid transaction under foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Lenders and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any Secured Party time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting such fraudulent transfer or conveyance or other similarly avoidable or invalid transaction. (c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to the Administrative Agent or any Lender under this Guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to the other Guarantor so as to maximize the aggregate amount paid to the Administrative Agent and the Lenders under or in respect of this Agreement. In no event, however, shall the Finance Documents but for Administrative Agent and the fact that they are unenforceable or not allowable due Lenders be entitled to more than a single recovery. For the existence avoidance of a bankruptcydoubt, liquidation, receivership, examinership, reorganization, administration or similar proceeding involving such other Guarantor.Section 3.5 of this

Guaranty; Limitation of Liability. (a) The undersigned herebyhereby absolutely and unconditionally guarantees, jointly as a guaranty of payment and severally with the other Guarantorsperformance and not merely as a guaranty of collection, absolutely, unconditionally and irrevocably guarantees the punctual paymentprompt payment when due, whether at scheduled maturity or stated maturity, by required prepayment, upon acceleration, demand or otherwise, of and at all Obligations of the Borrowertimes thereafter, each Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or and all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and Secured Obligations whether for principal, interest, premiums, fees, indemnities, contract causes of actiondamages, costs, expenses or otherwise otherwise, of the Borrower to the Secured Parties, and whether arising under the Credit Agreement or under any other Credit Document, or under any Secured Interest Rate Protection Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof), and whether recovery upon such Obligationsindebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Debtor Relief Laws, and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the . The Administrative Agent). Without limiting ’s books and records showing the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and would shall be owed binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses (other Guarantor than any Specified Defenses) it may now have or hereafter acquire in any way relating to any Secured Party under or in respect all of the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration or similar proceeding involving such other Guarantorforegoing.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each Loan Party guaranteeing Subsidiary Borrower and each LC Subsidiary now or hereafter existing under or in respect of the Credit Agreement, all Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured the Hedge Agreements Subsidiaries now or hereinafter existing under each Hedge Agreement and all Obligations of the Borrower and the Subsidiaries now or hereafter existing or any Cash Management Obligations now or hereafter existing under each Operating Indebtedness Agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “"Guaranteed Obligations”"), and agrees to pay any and all reasonable and documented expenses (including, without limitation, reasonable and documented fees and out-of-pocket expenses of counsel) incurred by the Administrative Agent Agent, any other Lender Party, any Hedge Bank or any other Secured Party Operating Lender in enforcing any rights under this Guaranty Supplement, Supplement or the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Subsidiary Guaranty. Without limiting the generality of the foregoing, the undersigned’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Lender Party under or in respect of the Finance Documents Credit Agreement, to any Hedge Bank under or in respect of the Hedge Agreements or to any Operating Lender under or in respect of the Operating Indebtedness Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the BV Borrower, each Loan Party guaranteeing the Obligations of the BV Borrower and any each other Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any the Cash Management Obligations now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise and the Bilateral Obligations of each Bilateral Provider (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Domestic Guaranty or any other Loan Document in Domestic Guaranty accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party. Notwithstanding anything herein or the Credit Agreement to the contrary, (i) the aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations or Subsidiary of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements a Loan Party now or hereafter existing under or any in respect of the Loan Documents and Secured Cash Management Obligations now or hereafter existing Agreements (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”; provided however that if the aggregate principal or notional amount of Obligations under all Secured Cash Management Agreements entered into by Non-Loan Parties (“Non-Loan Party Bank Product Agreements”) exceeds $10,000,000 at any time outstanding, then the Guaranteed Obligations shall exclude all Obligations under Non-Loan Party Bank Product Agreements other than those Obligations (“Included Obligations”) designated in a writing delivered by the Borrower to the Administrative Agent as being included in the Guaranteed Obligations, subject to a maximum aggregate principal or notional amount for all Included Obligations of $10,000,000 at any time outstanding (all such Obligations under Non-Loan Party Bank Product Agreements excluded from the Guaranteed Obligations being “Excluded Obligations”)), and agrees to pay any and all reasonable and documented out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Guaranty. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party or Subsidiary of a Loan Party to the Administrative Agent or any other Secured Party under or in respect of the Finance Loan Documents and Secured Cash Management Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party or Subsidiary.

Guaranty; Limitation of Liability. (a) The undersigned Each Subsidiary Guarantor hereby, and as of the Amendment and Restatement Effective Date, jointly and severally with the other Subsidiary Guarantors, as primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Agents, for the benefit of the Secured Parties, the punctual paymentpayment in full when due, whether at scheduled maturity or on any date of a required prepayment or by declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code (defined below) (11 U.S.C. § 362(a)) or any other insolvency legislation), whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether now or hereafter existing, and whether due or to become due, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations under or in respect of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Loan Documents (as used herein, collectively, the “Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing Documents”) (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interestinterest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute (the “Bankruptcy Code”), or any applicable provisions of comparable state or other applicable law, whether or not such interest is an allowed claim in such proceeding), premiums, fees, indemnities, contract causes of action, costscosts (including, without limitation, costs of collection), expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative each Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Secured Document, to the extent reimbursable under Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Agreement. Without limiting the generality of the foregoing, the undersignedeach Subsidiary Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party. This Guaranty is a guaranty of payment and not of collectability.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, absolutely, unconditionally and irrevocably guarantees the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, of all Obligations of the any Borrower, each Loan Party guaranteeing the Obligations of the any Borrower and any each other Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations (each a “Guarantor”) now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, in each case excluding Excluded Swap Obligations, the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); provided, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Party under or in respect of the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration or similar proceeding involving such other Guarantor.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Each Guarantor hereby (i) absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or in respect of the Loan Documents, any Secured Hedge Agreement and any Secured Cash Management Obligations now or hereafter existing Agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, subject to the proviso in this clause (i), being the “Guaranteed Obligations”); provided that, with respect to each Guarantor, the Guaranteed Obligations shall exclude any Excluded Swap Obligations, and (ii) agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights against such Guarantor under this Guaranty Supplement, the Guaranty or any other Loan Document Document, any Secured Hedge Agreement or any Secured Cash Management Agreement; provided that no Guarantor shall be required to reimburse the legal fees and expenses of more than one counsel (and up to one local counsel in accordance with Section 10.04 of the Credit Agreement each applicable local jurisdiction) for all Secured Parties (including reasonable fees, expenses and disbursements of any law firm or other external counsel to which shall be selected by the Administrative Agent)) unless, in the reasonable opinion of the Administrative Agent, representation of all such Secured Parties would be inappropriate due to the existence of an actual or potential conflict of interest. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Documents Loan Documents, Secured Hedge Agreements or Secured Cash Management Agreements, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned herebyFOR VALUE RECEIVED, jointly and severally with the other Guarantors, absolutely, each Guarantor does hereby unconditionally and irrevocably guarantees guarantee to the Guaranteed Party (i) the due and punctual paymentperformance and observance by the Borrower of each and every covenant, agreement and obligation to be performed or observed by the Borrower under the Credit Agreement and the other Loan Documents and (ii) the due and punctual payment by the Borrower of all payment obligations of the Borrower under the Credit Agreement and the other Loan Documents, when due, whether at scheduled maturity or by accelerationacceleration (including without limitation, demand when due by virtue of an Event of Default) or otherwise, of all Obligations of in accordance with the Borrowerterms thereof (such performance, each Loan Party guaranteeing the Obligations payment and other obligations of the Borrower and being referred to herein as the “Guaranteed Obligations” and, individually, a “Guaranteed Obligation”). In the event of any Restricted Subsidiary which is an obligor with respect nonpayment or nonperformance of any Guaranteed Obligation, each Guarantor agrees to any Secured Hedge Agreements now pay or hereafter existing perform or any Cash Management Obligations now cause such payment or hereafter existing performance to be made of such nonpayment or nonperformance. Each Guarantor further agrees to pay all reasonable expenses (including, without limitationlimitations, all reasonable fees and disbursement of counsel to the Guaranteed Party, which shall be limited to one counsel acting for all such Guaranteed Parties), that may be paid or incurred by the Guaranteed Party in enforcing any extensions, modifications, substitutions, amendments rights against such Guarantor under this Guaranty or renewals of collecting any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (Guaranteed Obligations from such Obligations, the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses incurred by the Administrative Agent or any other Secured Party in enforcing any rights Guarantor under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent). Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Party under or in respect of the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration or similar proceeding involving such other GuarantorGuaranty.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each Loan Party guaranteeing the Obligations of the Borrower and any each other Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any the Cash Management Obligations now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Amended and Restated Guaranty or any other Loan Document in accordance with Section 10.04 of the Amended and Restated Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Amended and Restated Credit Agreement. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or in respect of the Loan Documents, any Secured Hedge Agreement and any Secured Cash Management Obligations now or hereafter existing Agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights against such Guarantor under this Guaranty Supplement, the Guaranty or any other Loan Document Document, any Secured Hedge Agreement or any Secured Cash Management Agreement; provided that no Guarantor shall be required to reimburse the legal fees and expenses of more than one counsel (and up to one local counsel in accordance with Section 10.04 of the Credit Agreement each applicable local jurisdiction) for all Secured Parties (including reasonable fees, expenses and disbursements of any law firm or other external counsel to which shall be selected by the Administrative Agent)) unless, in the reasonable opinion of the Administrative Agent, representation of all such Secured Parties would be inappropriate due to the existence of any actual or potential conflict of interest. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Documents Loan Documents, Secured Hedge Agreements or Secured Cash Management Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned herebySubject to Section 1(b), jointly and severally with the other Guarantors, Guarantor hereby absolutely, unconditionally and irrevocably guarantees guarantees, jointly with Obligors and severally, as primary obligor and not merely as surety, to the Agent, for the benefit of the Secured Parties, the punctual paymentpayment in full in cash when due, whether at scheduled maturity or on any earlier date of a required prepayment by reason of acceleration, demand or otherwise, of all Obligations present and future loans, advances, liabilities, obligations, covenants, duties, and debts owing by the Obligors, the Guarantor, and/or their respective subsidiaries or any of them, to the Agent, the Collateral Agent, any Lender, any Secured Party and/or any Indemnified Person, arising under or pursuant to the Credit Agreement, any of the Borrowerother Loan Documents, each Loan Party guaranteeing or this Guaranty, whether or not evidenced by any note, or other instrument or document, whether arising from an extension of credit, opening of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, primary or secondary, as principal or guarantor, and including (i) all principal, interest, prepayment premiums, Payments, Minimum Earnings Amount, charges, expenses, fees, attorneys’ fees, Attorney Costs, filing fees and any other sums chargeable to any Obligor or Subsidiary thereof or the Obligations Guarantor hereunder or under any of the Borrower Loan Documents or this Guaranty, and (ii) any of the foregoing and any Restricted other interest, fees, or amounts accruing during an Insolvency Proceeding by or against any Obligor or Subsidiary which is an obligor with respect to any Secured Hedge Agreements now thereof or hereafter existing or any Cash Management Obligations now or hereafter existing Guarantor naming such Person as the debtor in such proceeding (regardless of whether allowed in such proceeding (“Obligations”), including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, Attorney Costs) incurred by the Administrative Agent or any other Secured Party (in each case, to the extent and subject to the limitations, if any, provided for in the Credit Agreement) in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersignedGuarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Obligor to any Secured Party under or in respect of the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such Obligor. Upon the occurrence and during the continuance of (A) any “Event of Default” under and as defined in the Credit Agreement (any “Event of Default” under and as defined in the Credit Agreement, a “Credit Agreement Event of Default”) under Section 10.1(e), (f) and/ or (g) of the Credit Agreement, (B) any Credit Agreement Event of Default (other than as set forth in sub-clause (A) above) and upon delivery of a notice by the Agent to the Guarantor of its intent to exercise its rights and remedies under this Guaranty and/or (C) any Credit Agreement Event of Default that results in the Agent terminating the Commitments and declaring the Obligations to be due and payable, the obligations of the Guarantor hereunder with respect to Guaranteed Obligations shall become immediately due and payable, without demand or notice of any nature (other than as specified in subclause (B) above), all of which are expressly waived by the Guarantor. Payments by the Guarantor hereunder may be required by the Agent in accordance with the provisions hereof on any number of occasions. All payments by the Guarantor hereunder shall be made to the Agent within three (3) Business Days following the date after receipt of a written demand from the Agent, in the manner and at the place of payment specified by the Agent.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of (i) all Obligations of (A) the Borrower, BV Borrower and (B) each Loan Party guaranteeing the Obligations of the BV Borrower, (ii) all obligations of the BV Borrower and any each Restricted Subsidiary which is an obligor with of the Original BV Borrower in respect to any Secured Hedge Agreements now or hereafter existing or any of Cash Management Obligations and Secured Hedge Obligations and (iii) the Bilateral Obligations of each Bilateral Provider, in respect of each of the foregoing, whether now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligationsobligations), whether direct or indirect, Guaranty NYDOCS01/1276206 absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other Guarantor. Notwithstanding anything herein or the Credit Agreement to the contrary, (i) the aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) ( The undersigned hereby, jointly and severally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligationsobligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, obligations being the “"Guaranteed Obligations”"), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party Lender in enforcing any rights under this Guaranty Supplement, the Subsidiary Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersigned’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to the Agent or any Secured Party Lender under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party. (b) The undersigned, and by its acceptance of this Guaranty Supplement, the Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement, the Subsidiary Guaranty and the obligations of the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement, the Subsidiary Guaranty and the obligations of the undersigned hereunder and thereunder. To effectuate the foregoing intention, the Agent, the Lenders and the undersigned hereby irrevocably agree that the obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty at any time shall be limited to the maximum amount as will result in the obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise, in each case exclusive of all Excluded Swap Obligations (such Obligations, guaranteed Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Lender Party in enforcing any rights under this Guaranty Supplement, the Guaranty Agreement or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Lender Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other Guarantor.Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection. Notwithstanding anything to the contrary herein, the Lender Parties shall immediately release the guaranty of any Guarantor at such time as the Guarantor has completed Transfers and/or designations in compliance with Section 5.02(e) such that the Guarantor does not own, directly or indirectly any one or more Unencumbered Assets. 119

Guaranty; Limitation of Liability. (a) The undersigned herebySubject in the case of Athens to the Athens Cap Amount, each Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being 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 any other Secured Lender Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, subject in the undersignedcase of Athens to the Athens Cap Amount, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Lender Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other Loan Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each other Lender Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Lender Parties and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Foreign Obligations Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, European Borrower and each other Foreign Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any in respect of the Loan Documents, the Secured Hedge Agreements and the Secured Cash Management Obligations now or hereafter existing Agreements (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Foreign Obligations”). Each US Obligations Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the US Borrower and each other US Loan Party now or hereafter existing under or in respect of the Loan Documents, the Secured Hedge Agreements and the Secured Cash Management Agreements (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed US Obligations” and, together with the Guaranteed Foreign Obligations, the “Guaranteed Obligations”), and . Each Guarantor agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Lender Party in enforcing any rights against such Guarantor under this Guaranty Supplement, the Guaranty Agreement or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersignedeach Foreign Obligations Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Foreign Obligations and each US Obligations Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed US Obligations, in each case that would be owed by any the European Borrower and other Guarantor Foreign Loan Parties or the US Borrower and the other US Loan Parties, respectively, to any Secured Lender Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such Borrower or other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor (other than the Canadian Guarantors; it being understood that, solely for purposes of this Section 18, the Guarantors shall not include the Canadian Guarantors) hereby unconditionally and irrevocably jointly and severally with the other Guarantors, absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or stated maturity, by acceleration, demand acceleration or otherwise, of all Revolver Obligations of Borrowers owing to the Borrower, each Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements Revolving Lenders now or hereafter existing or under any Cash Management Obligations now or hereafter existing (includingLoan Document, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, interest fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations, to the extent not paid by Borrowers, being the "Guaranteed Revolver Obligations"). Each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Term Loan Obligations of Borrowers owing to the “Term Loan Lenders now or hereafter existing under any Loan Document, whether for principal, interest fees, expenses or otherwise (such obligations, to the extent not paid by Borrowers, being the "Guaranteed Term Loan Obligations"). The Guaranteed Revolver Obligations and the Guaranteed Term Loan Obligations are collectively referred to as the "Guaranteed Obligations”), ". Each Guarantor hereby unconditionally and irrevocably jointly and severally agrees to pay any and all reasonable expenses (including reasonable counsel fees and expenses) incurred by the Administrative Agent or any other Secured Party and Lenders in enforcing any rights under the guaranty set forth in this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)18. Without limiting the generality of the foregoing, the undersigned’s Guarantors' liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by Borrowers to Lenders under any other Guarantor to any Secured Party under or in respect of the Finance Documents Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other Guarantorany Borrower.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Guarantors absolutely, unconditionally and irrevocably guarantees the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, of all Obligations of the Borrower, each Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements other Obligor now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Finance Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Subsidiary Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersigned’s liability shall 1 If the Additional Guarantor is a Foreign Subsidiary, appropriate modifications to this Form of Subsidiary Guaranty Supplement shall be made at the time of execution and delivery hereof by such Foreign Subsidiary to the extent necessary to be in conformity with the applicable provisions of Section 6.12 of the Credit Agreement. extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Obligor to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorObligor.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees to the Secured Parties the punctual paymentpayment when due, whether at scheduled maturity or stated maturity, by acceleration, demand acceleration or otherwise, of all Obligations of the Borrower, each Loan Party guaranteeing the Obligations of the Revolving Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all other than Obligations of the foregoing ObligationsRevolving Borrower under the Term Guaranty Agreement, or by virtue of the Revolving Borrower’s indemnitee obligations with respect to the Term Loans), whether direct or indirect, absolute or contingent, and whether for principal, LC Exposure, interest, premiums, fees, indemnitiesexpenses, contract causes of action, costs, expenses indemnification or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including counsel fees and expenses) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Guaranty. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and which would be owed by the Revolving Borrower to the Administrative Agent or any other Guarantor to any Secured Party under the Loan Documents (other than under the Term Guaranty Agreement, or in respect by virtue of the Finance Documents Revolving Borrower’s indemnitee obligations with respect to the Term Loans) but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such the Revolving Borrower. For purposes hereof, “Secured Parties” means the Administrative Agent, the Revolving Lenders, the Issuing Bank, the Swingline Bank and any other Guarantorholder of Guaranteed Obligations.

Guaranty; Limitation of Liability. (a) The undersigned Each Guarantor hereby, jointly and severally with the other Guarantorsseverally, absolutely, unconditionally and irrevocably guarantees to the Collateral Agent, for the benefit of the Secured Parties, as primary obligor and not merely as surety, the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, and performance of all ABL Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, increases, modifications, substitutions, amendments amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing ABL Obligations)) and whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof, whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, ABL Obligations being the “Guaranteed ABL Obligations”), and agrees to pay any and all reasonable expenses incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 ,” provided that Guaranteed ABL Obligations consisting of the Credit Agreement (including reasonable fees, expenses and disbursements obligations of any law firm or other external counsel to the Administrative AgentLoan Party arising under any Secured Hedge Agreement shall exclude all Excluded Swap Obligations). Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed ABL Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned Each of Holdings and Water Soft hereby, unconditionally and irrevocably, jointly and severally guarantees, together with the other GuarantorsSubsidiary Guarantors pursuant to the Cypress Guaranty, absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or stated maturity, by acceleration, demand acceleration or otherwise, of all Obligations the Loans, Notes, debts, principal, interest (including any interest that, but for the provisions of the BorrowerBankruptcy Code, each Loan Party guaranteeing the Obligations of the Borrower would have accrued), premiums, liabilities, obligations, fees, charges, costs, covenants, and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals duties of any kind and description owing by AMTROL to the Lenders pursuant to or all evidenced by the Cypress Loan Documents and irrespective of whether for the foregoing Obligations)payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising (collectively, the "CYPRESS OBLIGATIONS"). Any reference in this Agreement or in the Cypress Loan Documents to the Cypress Obligations shall include all amendments, changes, extensions, modifications, renewals replacements, substitutions, and supplements, thereto and thereof, as applicable, both prior and subsequent to any Insolvency Proceeding of AMTROL now or hereafter existing under any Cypress Loan Document, whether for principal, interestinterest (including, premiumswithout limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to bankruptcy, insolvency or reorganization of AMTROL), fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligationsobligations, to the “Guaranteed Obligations”extent not paid by AMTROL, being the "GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses (including reasonable expenses counsel fees and expenses) incurred by the Administrative Agent or any other Secured Party Lenders in enforcing any rights under the guaranty set forth in this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)9. Without limiting the generality of the foregoing, the undersigned’s liability of Holdings and Water Soft shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by AMTROL to the Lenders under any other Guarantor to any Secured Party under or in respect of the Finance Documents Cypress Loan Document but for the fact that they such Guaranteed Obligations are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorAMTROL.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of (i) all Obligations of (A) the Borrower, BV Borrower and (B) each Loan Party guaranteeing the Obligations of the BV Borrower, (ii) all obligations of the BV Borrower and any each Restricted Subsidiary which is an obligor with in respect to any Secured Hedge Agreements now or hereafter existing or any of Cash Management Obligations and Secured Hedge Obligations and (iii) the Bilateral Obligations of each Bilateral Provider, in respect of each of the foregoing, whether now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligationsobligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Domestic Guaranty Guarantor include any of its obligations as a Borrower under the Credit Agreement. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other Guarantor. Notwithstanding anything herein or the Credit Agreement to the contrary, (i) the aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees guarantees, on a joint and several basis, the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations, but in each case 101 excluding all Excluded Swap Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty Agreement or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection. Each Guarantor that was a “Guarantor” (as defined in the Existing Credit Agreement) confirms that it has not been released from the “Guaranteed Obligations” (as defined in the Existing Credit Agreement) and that nothing in this Article VII shall be construed as a discharge, extinguishment or novation of the Guaranteed Obligations of such Guarantor outstanding under the Existing Agreement.

Guaranty; Limitation of Liability. (a) The undersigned herebySubject to Section 1(b), jointly and severally with the other Guarantors, Parent Guarantor hereby absolutely, unconditionally and irrevocably guarantees as primary obligor and not merely as surety, to the Agent, for the benefit of the holders of the Notes from time to time (the “Noteholders”), the punctual paymentpayment in full in cash when due, whether at scheduled maturity or on any earlier date of a required prepayment by reason of acceleration, demand or otherwise, of all Obligations present and future loans, advances, liabilities, obligations, covenants, duties and debts owing by the Note Parties and/or their respective subsidiaries or any of them, to the Agent, any Noteholders and/or any Indemnified Person, arising under or pursuant to the Indenture, whether or not evidenced by any note, or other instrument or document, whether arising from an extension of credit, opening of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, primary or secondary, as principal or guarantor, and including (i) all principal, interest, prepayment premiums, payments, minimum earnings amount, charges, expenses, fees, attorneys’ fees, attorney costs, filing fees and any other sums chargeable to any Note Party or Subsidiary thereof under any of the BorrowerNote Documents, each Loan Party guaranteeing the Obligations and (ii) any of the Borrower foregoing and any Restricted other interest, fees, or amounts accruing during an Insolvency or Liquidation Proceeding by or against any Note Party or Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing naming such Person as the debtor in such proceeding (includingregardless of whether allowed in such proceeding) (such obligations described above in this clause (a), without limitation, and any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, thereof being the “Guaranteed Obligations”)), and agrees to pay any and all reasonable expenses (including, without limitation, attorney costs) incurred by the Administrative Agent or any other Secured Party Noteholders (in each case, to the extent and subject to the limitations, if any, provided for in the Indenture) in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Note Document. Without limiting the generality of the foregoing, the undersignedParent Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Note Party to any Secured Party under or in respect of the Finance Documents Noteholder but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such Note Party. Upon the occurrence and during the continuance of (A) any “Event of Default” under and as defined in clauses (7) and (8) of Section 6.01 of the Indenture, (B) any “Event of Default” under and as defined in the Indenture (other than as set forth in sub clause (A) above) (an “Indenture Event of Default”) and upon delivery of a notice by the Agent to the Parent Guarantor of its intent to exercise its rights and remedies under this Guaranty and/or (C) any Indenture Event of Default that results in the Agent or the Noteholders declaring the Notes to be due and payable, the obligations of the Parent Guarantor hereunder with respect to Guaranteed Obligations shall become immediately due and payable, without demand or notice of any nature (other than as specified in subclause (B) above), all of which are expressly waived by the Parent Guarantor. Payments by the Parent Guarantor hereunder may be required by the Agent in accordance with the provisions hereof on any number of occasions. All payments by the Parent Guarantor hereunder shall be made to the Agent within three Business Days following the date after receipt of a written demand from the Agent, in the manner and at the place of payment specified by the Agent.

Guaranty; Limitation of Liability. (a) The undersigned Each Guarantor hereby, jointly and severally with the other Guarantorsseverally, absolutely, unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise; provided that the guarantee made by each Guarantor hereunder relates solely to any Obligations of the Borrower and the Subsidiaries of the Borrower under any Loan Document (such Obligations, Obligations being the “Guaranteed Obligations”), and each Guarantor agrees to pay any and all reasonable and documented or invoiced out-of-pocket costs and expenses incurred to the extent payable or reimbursable by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Borrower pursuant to Section 10.04 of the Term Loan Credit Agreement as if such section were set forth in full herein, mutatis mutandis. Each Guarantor’s guarantee hereunder is a guarantee of payment (including reasonable fees, expenses and disbursements not of any law firm or other external counsel to the Administrative Agentcollection). Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party the Lender under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other Loan Party. (b) Each Guarantor., and by its acceptance of this Guaranty, the Lender, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Lender and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. (c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to the Lender under this Guaranty or any other guaranty with

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management in respect of the Loan Documents and of all ACH Obligations now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative any Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty Supplement or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other Guarantor.Loan Party. The undersigned, and by its acceptance of this Guaranty Supplement, the Administrative Agents and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement and the Obligations of the undersigned hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement and the Obligations of the undersigned hereunder. To effectuate the foregoing intention, the Administrative Agents, the other Secured Parties and the undersigned hereby irrevocably agree that the Obligations of the undersigned under this Guaranty Supplement at any time shall be limited to the maximum amount as will result in the Obligations of the undersigned under this Guaranty Supplement not constituting a fraudulent transfer or conveyance. Form of Guaranty Supplement

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, Borrower and each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations, but in each case, excluding all Excluded Swap Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent Agent, any Lender or any other Secured Party Hedge Bank in enforcing any rights under this Guaranty Supplement, the Guaranty Guaranty, the Term Loan Agreement or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to the Administrative Agent, any Secured Party Lender or any Hedge Bank under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, guaranteed Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable and documented expenses (including, without limitation, fees and expenses of one counsel for all parties) incurred by the Administrative Agent or any other Secured Party Lender in enforcing any rights under this Guaranty Supplement, the Guaranty Agreement or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party Lender under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection. (b) Each Guarantor, the Administrative Agent and each other Lender and, by its acceptance of the benefits of this Guaranty, each other Lender, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Voidable Transactions Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Guarantors, the Administrative Agent, the other Lenders and, by their acceptance of the benefits of this Guaranty, the other Lenders hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. (c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Lender under this Guaranty or any other guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Lenders under or in respect of the Loan Documents. SECTION 7.02.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the BV Borrower, each Loan Party guaranteeing the Obligations of the BV Borrower and any each other Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any the Cash Management Obligations now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise and the Bilateral Obligations of each Bilateral Provider (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in Domestic Guaranty accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Loan Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party. Notwithstanding anything herein or the Credit Agreement to the contrary, (i) the aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations payment, performance and other obligations of the Borrower, each Loan Party guaranteeing the Obligations of the Guaranteed Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, reimbursement obligations, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise, including, without limitation, (i) the obligation of the Guaranteed Borrower to pay principal, interest, Letter of Credit fees, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by the Guaranteed Borrower under any Loan Document, (ii) the obligation of the Guaranteed Borrower to reimburse any amount in respect of any drawing under any Letter of Credit issued for the account of the Guaranteed Borrower and (iii) any liability of the Guaranteed Borrower on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding (such Obligations, obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party Beneficiary in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent). Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Party under or in respect of the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration or similar proceeding involving such other GuarantorDocument.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all (i) Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations) and (ii) obligations of each other Loan Party to pay the principal amount of all reimbursement obligations and unpaid drawings with respect to any letters of credit issued for the account of any such Loan Party by any Lender Party or any Affiliate thereof, provided that the obligations of the Loan Parties pursuant to this clause (ii) shall not, at any time, exceed $30,000,000 (the letters of credit described in this clause (ii), the “Secured Letters of Credit”), in each case, whether direct or indirect, absolute or contingent, and whether for principal, interestinterest (including, without limitation, Post Petition Interest), premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations and obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other Guarantor.Loan Party. 105 Amended and Restated KCSR Credit Agreement

Guaranty; Limitation of Liability. Subject to the terms of the Credit Agreement, including, without limitation, Section 9.14: (a) The undersigned hereby, jointly and severally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, Borrower and each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations, but in each case, excluding all Excluded Swap Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent Agent, any Lender Party or any other Secured Party Hedge Bank in enforcing any rights under this Guaranty Supplement, the Guaranty Guaranty, the Credit Agreement or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to the Administrative Agent, any Secured Lender Party or any Hedge Bank under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration Exh. C - 1 reorganization or similar proceeding involving such other GuarantorLoan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the US Borrower, each Loan Party guaranteeing the all Cash Management Obligations of the US Borrower and any Restricted Subsidiary which is an obligor with respect to any all Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations of the US Borrower now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise and the Bilateral Obligations of each Bilateral Provider solely in respect of the US Borrower (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements Attorney Costs of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of the Guarantor include any of its obligations as a Borrower under the Credit Agreement. Without limiting the generality of the foregoing, the undersignedGuarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor the US Borrower to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving the US Borrower. Notwithstanding anything herein or in the Credit Agreement to the contrary, (i) the aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such other GuarantorBilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all (i) Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations)) and Obligations of the Borrower or any Subsidiary under Cash Management Agreements or Hedge Agreements, to the extent such agreements are entered into by and between the Borrower and/or any of its Subsidiaries and any Cash Management Bank or Hedge Bank, as applicable and (ii) obligations of each other Loan Party to pay the principal amount of all reimbursement obligations and unpaid drawings with respect to any letters of credit issued for the account of any such Loan Party by any Lender Party or any Affiliate thereof, in each case, whether direct or indirect, absolute or contingent, and whether for principal, interestinterest 84 Kansas City Southern Credit Agreement (including, without limitation, Post Petition Interest), premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations and obligations being the “Guaranteed Obligations”), and agrees to pay (in accordance with Section 9.04(a), and subject to the limitations set forth therein) any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Lender Party in enforcing any rights under this Guaranty SupplementGuaranty; provided that, notwithstanding anything to the Guaranty contrary herein or in any other Loan Document Document, in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)no circumstances shall Excluded Swap Obligations constitute Guaranteed Obligations. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Lender Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations obligations, indebtedness and liabilities of the Borrower, each Loan other Obligated Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management in respect of the Loan Documents, including, without limitation, the Obligations now or hereafter existing (as defined in the Credit Agreement) (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligationsobligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, obligations being 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 any other Secured Party Lender in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersignedGuarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Obligated Party to any Secured Party Lender under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorObligated Party. Notwithstanding the terms of the Credit Agreement or any related document, as concerns the obligations of Guarantor hereunder with respect to the Guaranteed Obligations, prepayment of the Guaranteed Obligations shall be required by Guarantor hereunder each time (to be paid within ten (10) days thereafter) Guarantor or any Affiliate thereof raises, from time to time, funds through the sales of equity interests in Guarantor or its Affiliates or obtains funds by borrowing from other sources; provided that (i) this prepayment requirement shall only apply to funds received by Guarantor or any Affiliate thereof after September 30, 2015, and then, after such date, only to sales of equity interests or borrowings from other sources if the total funds generated thereby from and after October 1, 2015, exceed Five Hundred Thousand Dollars ($500,000.00), and (ii) the total amount of any such prepayment required at a particular time by Guarantor hereunder, together with any prepayment then due under similar prepayment provisions included in other guarantees executed by Guarantor or its Affiliates in favor of Lender, is limited to fifty percent (50%) of the amount of funds then raised by such sale of equity interests or borrowings.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations or Subsidiary of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements a Loan Party now or hereafter existing under or any in respect of the Loan Documents, Secured Hedge Agreements, Secured Cash Management Obligations now or hereafter existing Agreements and Secured Specified Credit Agreements (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”; provided however that if the aggregate principal or notional amount of Obligations (in terms of Agreement Value in the case of Secured Hedge Agreements) under all Secured Cash Management Agreements and Secured Hedge Agreements, in each case entered into by Non-Loan Parties (“Non-Loan Party Bank Product Agreements”) exceeds $10,000,000 at any time outstanding, then the Guaranteed Obligations shall exclude all Obligations under Non-Loan Party Bank Product Agreements other than those Obligations (“Included Obligations”) designated in a writing delivered by the Borrower to the Administrative Agent as being included in the Guaranteed Obligations, subject to a maximum aggregate principal or notional amount (in terms of Agreement Value in the case of Secured Hedge Agreements) for all Included Obligations of $10,000,000 at any time outstanding (all such Obligations under Non-Loan Party Bank Product Agreements excluded from the Guaranteed Obligations being “Excluded Obligations”)), and agrees to pay any and all reasonable and documented out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Guaranty. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party or Subsidiary of a Loan Party to the Administrative Agent or any other Secured Party under or in respect of the Finance Documents Loan Documents, Secured Hedge Agreements, Secured Cash Management Agreements and Secured Specified Credit Agreements, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party or Subsidiary.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations obligations, indebtedness and liabilities of the Borrower, each Loan other Obligated Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management in respect of the Loan Documents, including, without limitation, the Obligations now or hereafter existing (as defined in the Credit Agreement) (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligationsobligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, obligations being 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 any other Secured Party Lender in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Obligated Party to any Secured Party Lender under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorObligated Party. Notwithstanding the terms of the Credit Agreement or any related document, as concerns the obligations of each Guarantor hereunder with respect to the Guaranteed Obligations, prepayment of the Guaranteed Obligations shall be required by a Guarantor hereunder each time (to be paid within ten (10) days thereafter) such Guarantor or any Affiliate thereof raises, from time to time, funds through the sales of equity interests in such Guarantor or its Affiliates or obtains funds by borrowing from other sources; provided that (i) this prepayment requirement shall only apply to funds received by a Guarantor or any Affiliate thereof after September 30, 2015, and then, after such date, only to sales of equity interests or borrowings from other sources if the total funds generated thereby from and after October 1, 2015, exceed Five Hundred Thousand Dollars ($500,000.00), and (ii) the total amount of any such prepayment required at a particular time by a Guarantor hereunder, together with any prepayment then due under similar prepayment provisions included in other guarantees executed by a Guarantor or its Affiliates in favor of Lender, is limited to fifty percent (50%) of the amount of funds then raised by such sale of equity interests or borrowings.

Guaranty; Limitation of Liability. (a) The undersigned herebyIn order to induce Agent, jointly Issuing Bank and severally with Lenders to enter into this Agreement and to induce the other GuarantorsLenders to extend credit hereunder and to induce the Lenders or their affiliates to provide Bank Products, and in recognition of the direct benefit received by the Guarantors from the extension of such credit and provision of such Bank Products, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees (the undertaking by each Guarantor under this Section 15 being, as amended from time to time, the “Facility Guaranty”) the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each Loan other Credit Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being 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 any other Secured Party in enforcing any rights under this Guaranty Supplement, the Facility Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable feesDocument, expenses and disbursements of any law firm or other external counsel subject to the Administrative Agent)limitations expressly set forth elsewhere herein. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Credit Party to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration or similar proceeding any Insolvency Proceeding involving such other GuarantorCredit Party.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment and performance when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or in respect of the Loan Documents, any Secured Hedge Agreement, any Secured Bank Product Agreement, or any Secured Cash Management Obligations now or hereafter existing Agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”; provided that the Guaranteed Obligations shall not include any Excluded Swap Obligations), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent Administrativeeither Agent, any other Lender Party, any Hedge Bank, any provider of Bank Products, or any other Secured Party Cash Management Bank in enforcing any rights under under, as applicable, this Guaranty SupplementGuaranty, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable feesDocument, expenses and disbursements of any law firm Secured Hedge Agreement, Secured Bank Product Agreement, or other external counsel to the Administrative Agent)any Secured Cash Management Agreement. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Lender Party or any Hedge Bank or any Cash Management Bank under or in respect of of, as applicable, the Finance Loan Documents or any Secured Hedge Agreement, Secured Bank Product Agreement, or any Secured Cash Management Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party. under any Bankruptcy Law. Each Guarantor hereby acknowledges and agrees that this Guaranty constitutes a guaranty of payment and performance when due of all Guaranteed Obligations and not of collection and, to the fullest extent permitted by applicable law, waives any right to require that any resort be had by any Lender Party or any Hedge Bank or any Cash Management Bank to any of the Collateral or other security held for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on the books of any Lender Party or any Hedge Bank or any Cash Management Bank in favor of any Loan Party or any other Person or to any other guarantor of all or part of the Guaranteed Obligations.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, Borrower and each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations, but in each case excluding all Excluded Swap Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise; provided, however, that the Borrower shall guaranty all such Obligations other than those for which it is directly liable in its capacity as the borrower under the Loan Documents (all such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent Agent, any Lender or any other Secured Party Hedge Bank in enforcing any rights under this Guaranty Supplement, the Guaranty Agreement or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to the Administrative Agent, any Secured Party Lender or any Hedge Bank under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection.

Guaranty; Limitation of Liability. (a) The undersigned herebyIn order to induce Agent and Canadian Lenders to enter into this Agreement and to induce the Canadian Lenders to extend credit hereunder and to induce the Canadian Lenders or their affiliates to provide Canadian Bank Products, jointly and severally with in recognition of the other direct benefit received by the U.S. Subsidiary Guarantors, the U.S. Borrower Guarantors and the Canadian Guarantors (collectively, the “Canadian Facility Guarantors”) from the extension of such credit or and provision of such Canadian Bank Products, each Canadian Facility Guarantor hereby absolutely, unconditionally and irrevocably guarantees (the undertaking by each Canadian Facility Guarantor under this Section 16 being, as amended from time to time, the “Canadian Obligations Guaranty”) the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Canadian Obligations of the Borrower, each Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements other Canadian Obligor now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Canadian Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Canadian Obligations being the “Guaranteed Canadian Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any other Canadian Secured Party in enforcing any rights under this Guaranty Supplement, the Canadian Obligations Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersignedeach Canadian Facility Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Canadian Obligations and would be owed by any other Guarantor Canadian Obligor to any Canadian Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration or similar proceeding any Insolvency Proceeding involving such other GuarantorCanadian Obligor.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements or Guarantor now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Subsidiary Guaranty or any other Loan Document in accordance with Section 10.04 to the extent such Secured Party is entitled to reimbursement of any such expenses by any Loan Party or Guarantor pursuant to the terms of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)relevant Loan Document. Without limiting the generality of the foregoing, the undersigned’s Form of Guaranty liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party or Guarantor to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other Loan Party or Guarantor.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the BV Borrower, each Loan Party guaranteeing the Obligations of the BV Borrower and any each other Restricted Subsidiary which that is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any the Cash Management Obligations now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise and the Bilateral Obligations of each Bilateral Provider (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); Domestic Guaranty provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other Guarantor. Notwithstanding anything herein or the Credit Agreement to the contrary, (i) the aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) The undersigned Each Guarantor hereby, jointly and severally with the other Guarantors, absolutely, unconditionally and irrevocably guarantees the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, of all Obligations of the Borrower, each Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, the “Guaranteed Obligations”” (provided that, notwithstanding anything herein or in any other Loan Document to the contrary, with respect to any Guarantor, Guaranteed Obligations shall not include Excluded Swap Obligations of such Guarantor)), and agrees to pay any and all reasonable expenses incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent). Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Party under or in respect of the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganizationadministration, administration reorganization or similar proceeding involving such other Guarantor.. Each Guarantor, and by acceptance of this Guaranty, the Administrative Agent and each other Secured Party, hereby confirm that it is the intention of all such Persons that this Guaranty and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Laws (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar or analogous

Guaranty; Limitation of Liability. (a) The undersigned herebyIn order to induce Agent and Lenders to enter into this Agreement and to induce the Lenders to extend credit hereunder and to induce the Lenders or their affiliates provide Bank Products, jointly and severally with in recognition of the other Guarantorsdirect benefit received by the U.S. Subsidiary Guarantors from the extension of such credit and provision of such Bank Products, each U.S. Subsidiary Guarantor hereby absolutely, unconditionally and irrevocably guarantees (the undertaking by each U.S. Subsidiary Guarantor under this Section 15 being, as amended from time to time, the “Total Obligations Guaranty”) the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements other Obligor now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being 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 any other Secured Party in enforcing any rights under this Guaranty Supplement, the Total Obligations Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersignedeach U.S. Subsidiary Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Obligor to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration or similar proceeding any Insolvency Proceeding involving such other GuarantorObligor.

Guaranty; Limitation of Liability. (a) The undersigned Each Guarantor hereby, jointly and severally with the other Guarantorsseverally, absolutely, unconditionally and irrevocably guarantees the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, of all Obligations of the any Borrower, in each case, in its capacity as a Borrower (and not as a Guarantor), each Loan Party guaranteeing the Obligations of the any Borrower and any each other Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, in each case excluding Excluded Swap Obligations and as otherwise limited as set forth herein with respect to the relevant Guarantors, the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); provided, that in no event shall the Guaranteed Obligations of any Guarantor include any of its Obligations as a Borrower under the Credit Agreement and each Guarantor that is also a Borrower is executing this Guaranty solely in its capacity as a Guarantor and not as a Borrower. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Party under or in respect of the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganizationadministration, administration reorganization or similar proceeding involving such other Guarantor.

Guaranty; Limitation of Liability. (ai) The undersigned herebyEach Guarantor hereby unconditionally and irrevocably, jointly and severally with the other Guarantors, absolutely, unconditionally and irrevocably ("in solidum") guarantees the punctual paymentpayment when due, whether at scheduled maturity or stated maturity, by acceleration, demand acceleration or otherwise, of all Obligations obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under this Agreement or any Cash Management Obligations now or hereafter existing (includingNote, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligationsobligations, to the “extent not paid by such Loan Party or specifically waived in accordance with Section 9.01, being the "Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable expenses counsel fees and expenses) incurred by the Administrative Agent or any other Secured Party the Lenders in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement Article VII (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent"this Guaranty"). Without limiting the generality of the foregoing, the undersigned’s each Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to the Administrative Agent or any Secured Party Lender under this Agreement or in respect of the Finance Documents any Note but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such Loan Party. j) Each Guarantor and, by its acceptance of this Guaranty, the Administrative Agent and each other Lender, hereby confirms that it is the intention of all such parties that this Guaranty not constitute a fraudulent transfer or fraudulent conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal, state or Commonwealth of Puerto Rico law to the extent applicable to this Guaranty. To effectuate the foregoing intention, the Administrative Agent, each other Lender and each Guarantor hereby irrevocably agrees that, notwithstanding the fact that this is a joint and several Guaranty, the obligations of each Guarantor under this Guaranty shall not exceed the greater of (A) the benefit realized by such Guarantor from the proceeds of the Advances made from time to time by the Borrower to such Guarantor; and (B) the maximum amount that will, after giving effect to such maximum amount and all other probable contingent and fixed liabilities of such Guarantor that are relevant under applicable law, and after giving effect to any collections from, rights to receive contribution from, or payments made by or on behalf of the other Guarantor in respect of the obligations of such other Guarantor under this Guaranty, result in the obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or fraudulent conveyance. For purposes hereof, "Bankruptcy Law" means Titlx 00, Xxxxxx Xxxxxx Xxxe, or any similar Federal, state or Commonwealth of Puerto Rico law for the relief of debtors. Each Guarantor agrees that in the event any payment shall be required to be made to the Lenders under this Guaranty, such Guarantor will contribute, to the maximum extent such that the contribution will not result in a fraudulent transfer or fraudulent conveyance, such amounts to the other Guarantor so as to maximize the aggregate amount paid to the Lenders under this Agreement and the Notes. This is a guaranty of payment and not of collection, and is the primary obligation of each of the Guarantors; and the Administrative Agent or any Lender may, subject to the terms and conditions hereof, enforce this Guaranty against either Guarantor without any prior enforcement of the Guaranteed Obligations against the Borrower or the other Guarantor, and/or without any prior enforcement of any other collateral security held by the Administrative Agent or the Lenders as security for the payment and performance of the Borrower's obligations to the Administrative Agent and/or the Lenders.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, absolutely, unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable and documented or invoiced out-of-pocket costs and expenses incurred to the extent payable or reimbursable by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Borrower pursuant to Section 10.04 of the Term Loan Credit Agreement as if such section were set forth in full herein, mutatis mutandis. The undersigned’s guarantee hereunder and under the Guaranty is a guarantee of payment (including reasonable fees, expenses and disbursements not of any law firm or other external counsel to the Administrative Agentcollection). Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party the Lender under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other Guarantor.Loan Party. (b) The undersigned, and by its acceptance of this Guaranty Supplement, the Lender, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement, the Guaranty and the Obligations of the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement, the Guaranty and the Obligations of the undersigned hereunder and thereunder. To effectuate the foregoing intention, the Lender and the undersigned hereby irrevocably agree that the Obligations of

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, Borrower and each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise in each case exclusive of all Excluded Swap Obligations (such Obligations, guaranteed Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Lender Party in enforcing any rights under this Guaranty Supplement, the Guaranty Guaranty, the Credit Agreement or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Lender Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection. Notwithstanding anything to the contrary herein, the Lender Parties shall immediately release the guaranty of the undersigned at such time as the undersigned has completed Transfers and/or designations in compliance with Section 5.02(e) of the Credit Agreement such that the undersigned does not own, directly or indirectly any one or more Unencumbered Assets.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment and performance when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”; provided that the Guaranteed Obligations shall not include any Excluded Swap Obligations), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative any Agent or any other Secured Party Lender in enforcing any rights under under, as applicable, this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party Lender under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party under any Debtor Relief Law. Each Guarantor hereby acknowledges and agrees that this Guaranty constitutes a guaranty of payment and performance when due of all Guaranteed Obligations and not of collection and, to the fullest extent permitted by applicable law, waives any right to require that any resort be had by any Agent or any Lender to any of the Collateral or other security held for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on the books of any Agent or any Lender in favor of any Loan Party or any other Person or to any other guarantor of all or part of the Guaranteed Obligations.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (provided that with respect to Obligations under or in respect of any Secured Hedge Agreement, the foregoing guarantee shall only be effective to the extent that such Guarantor is an Eligible Guarantor at the same time such Secured Hedge Agreement is entered into and such Obligations and such guarantee thereof are not Excluded Swap Obligations) (such Obligations, after giving effect to the immediately preceding proviso, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable and documented fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned herebyundersigned, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any in respect of the Loan Documents, Secured Interest Rate/Currency Agreements, Secured Commodity Hedge Agreements or Secured Cash Management Obligations now or hereafter existing Agreements (including, without limitation, including any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or Guaranty, any other Loan Document in accordance with Section 10.04 of the Credit Document, any Secured Interest Rate/Currency Agreement, any Secured Commodity Hedge Agreement (including reasonable fees, expenses and disbursements of or any law firm or other external counsel to the Administrative Agent)Secured Cash Management Agreement. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Documents Loan Documents, Secured Interest Rate/Currency Agreements, Secured Commodity Hedge Agreements or Secured Cash Management Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the US Borrower, each Loan Party guaranteeing the all Cash Management Obligations of the US Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise and the Bilateral Obligations of each Bilateral Provider solely in respect of the US Borrower (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements Attorney Costs of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of the Guarantor include any of its obligations as a Borrower under the Credit Agreement. Without limiting the generality of the foregoing, the undersignedGuarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor the US Borrower to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving the US Borrower. Notwithstanding anything herein or in the Credit Agreement to the contrary, (i) the aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such other GuarantorBilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or in respect of the Loan Documents, any Secured Hedge Agreement, any Secured Bank Product Agreement, or any Secured Cash Management Obligations now or hereafter existing Agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”; provided that the Guaranteed Obligations shall not include any Excluded Swap Obligations), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent Agent, any other Lender Party, any Hedge Bank, any provider of Bank Products, or any other Secured Party Cash Management Bank in enforcing any rights under under, as applicable, this Guaranty SupplementGuaranty, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable feesDocument, expenses and disbursements of any law firm Secured Hedge Agreement, Secured Bank Product Agreement, or other external counsel to the Administrative Agent)any Secured Cash Management Agreement. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Lender Party or any Hedge Bank or any Cash Management Bank under or in respect of of, as applicable, the Finance Loan Documents or any Secured Hedge Agreement, Secured Bank Product Agreement, or any Secured Cash Management Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Secured Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Subsidiary Guaranty or any other Loan Document in accordance with Secured Document, to the extent reimbursable under Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Agreement. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party. Notwithstanding anything to the contrary contained in this Guaranty Supplement or any provision of any other Loan Document, the Guaranteed Obligations shall not extend to or include any Excluded Swap Obligation (as defined below).

Guaranty; Limitation of Liability. (a) The undersigned Each Guarantor hereby, jointly and severally with the other Guarantorsseverally, absolutely, unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, the full and punctual paymentpayment when due and performance, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Guaranty Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or in respect of the Loan Documents, any Letter of Credit, any Secured Cash Management Agreement or any Secured Hedge Agreement (the Loan Documents, Letters of Credit, Secured Cash Management Obligations now or hereafter existing Agreements and Secured Hedge Agreements, collectively, the “Secured Documents”) (including, without limitation, any extensions, increases, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Secured Document, to the extent reimbursable under Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Agreement. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the BV Borrower, each Loan Party guaranteeing the Obligations of the BV Borrower and any each other Restricted Subsidiary of the Original BV Borrower which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any the Cash Management Obligations now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise and the Bilateral Obligations of each Bilateral Provider (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of Guaranty NYDOCS01/1276206 counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Loan Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party. Notwithstanding anything herein or the Credit Agreement to the contrary, (i) the aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (provided that with respect to Obligations under or in respect of any Secured Hedge Agreement, the foregoing guarantee shall only be effective to the extent that such Guarantor is an Eligible Guarantor at the time such Secured Hedge Agreement is entered into and such Obligations and such guarantee thereof are not Excluded Swap Obligations) (such Obligations, after giving effect to the immediately preceding proviso, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable and documented fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoingforegoing to the fullest extent permitted by applicable law, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Guarantors absolutely, unconditionally and irrevocably guarantees the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “"Guaranteed Obligations”"), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Subsidiary Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Document. Without limiting the generality of the foregoing, the undersigned’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.(b) The undersigned, and by its acceptance of this Guaranty Supplement, the Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement, the Subsidiary Guaranty and the Obligations of the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement, the Subsidiary Guaranty and the Obligations of the undersigned hereunder and thereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the undersigned hereby irrevocably agree that the Obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty; Limitation of Liability. (a) The undersigned herebyEach Guarantor, jointly and severally with the other Guarantorsseverally, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at Second Lien Credit Agreement scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or any Cash Management Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, early termination amounts, contract causes of action, costs, expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any all costs and all reasonable expenses incurred by of each Agent and each Lender in connection with the Administrative Agent or any other Secured Party in enforcing enforcement of any rights under this Guaranty Supplement, the Subsidiary Guaranty or any other Loan Document Document, whether in accordance with Section 10.04 of the Credit Agreement (including reasonable feesany action, expenses and disbursements of any law firm suit or litigation, or bankruptcy, insolvency or other external similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of counsel to for the Administrative AgentAgent and each Lender with respect thereto determined, in respect of actions in a court in Canada, on a solicitor and his own client full indemnity basis). Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower, each Loan Party guaranteeing Subsidiary Borrower and each LC Subsidiary now or hereafter existing under or in respect of the Credit Agreement, of all Obligations of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Secured the Hedge Agreements Subsidiaries now or hereafter existing or any Cash Management under the Hedge Agreements, and of all Obligations of the Borrower and its Subsidiaries now or hereafter existing under Operating Indebtedness Agreements (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise, (such Obligations, Obligations being the “"Guaranteed Obligations”"), and agrees to pay any and all reasonable and documented expenses (including, without limitation, reasonable and documented fees and out-of-pocket expenses of counsel) incurred by the Administrative Agent Agent, any other Lender Party, or any other Secured Party Hedge Bank in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Guaranty. Without limiting the generality of the foregoing, the undersigned’s each Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Lender Party under or in respect of the Finance Documents Credit Agreement or to any Hedge Bank under or in respect of a Hedge Agreement or to any Operating Lender under or in respect of an Operating Indebtedness Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of (i) all Obligations of (A) the Borrower, BV Borrower and (B) each Loan Party guaranteeing the Obligations of the BV Borrower, (ii) all obligations of the BV Borrower and any Restricted each Foreign Subsidiary which is an obligor with in respect to any Secured Hedge Agreements now or hereafter existing or any of Cash Management Obligations and Secured Hedge Obligations and (iii) the Bilateral Obligations of each Bilateral Provider, in respect of each of the foregoing, whether now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligationsobligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements Attorney Costs of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. Without limiting the generality of the foregoing, the undersignedeach Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other Guarantor. Notwithstanding anything herein or in the Credit Agreement to the contrary, (i) the aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) The undersigned Each Subsidiary Guarantor hereby, jointly and severally with the other Guarantors, as primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Agents, for the benefit of the Secured Parties, the punctual paymentpayment in full when due, whether at scheduled maturity or on any date of a required prepayment or by declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code (defined below) (11 U.S.C. § 362(a)) or any other insolvency legislation), whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether now or hereafter existing, and whether due or to become due, of all Obligations of the Borrower, each other Loan Party guaranteeing the Obligations under or in respect of the Borrower and any Restricted Subsidiary which is an obligor with respect to any Loan Documents (as used herein, collectively, the “Secured Hedge Agreements now or hereafter existing or any Cash Management Obligations now or hereafter existing Documents”) (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interestinterest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute (the “Bankruptcy Code”), or any applicable provisions of comparable state or other applicable law, whether or not such interest is an allowed claim in such proceeding), premiums, fees, indemnities, contract causes of action, costscosts (including, without limitation, costs of collection), expenses or otherwise (such Obligations, Obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative each Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan Document in accordance with Secured Document, to the extent reimbursable under Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent)Agreement. Without limiting the generality of the foregoing, the undersignedeach Subsidiary Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party. This Guaranty is a guaranty of payment and not of collectability.

Guaranty; Limitation of Liability. (a) The undersigned hereby, jointly and severally with the other Guarantors, hereby absolutely, unconditionally and irrevocably guarantees the punctual paymentpayment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the BV Borrower, each Loan Party guaranteeing the Obligations of the BV Borrower in its capacity as Borrower (and any Restricted not as Guarantor) and each other Foreign Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing or any the Cash Management Obligations now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise, and the Bilateral Obligations of each Bilateral Provider (such Obligations, Obligations being the “Guaranteed Obligations”), and Foreign Guarantee NYDOCS01/1267209 agrees to pay any and all reasonable expenses incurred (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Foreign Guaranty or any other Loan Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements Attorney Costs of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Guarantor Loan Party to any Secured Party under or in respect of the Finance Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examinership, reorganization, administration reorganization or similar proceeding involving such other GuarantorLoan Party. Notwithstanding anything herein or in the Credit Agreement to the contrary, (i) the aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.