Common use of The Guaranty Clause in Contracts

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

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each Each of the Guarantors hereby agrees unconditionally guarantees, jointly with the Administrative Agent other Guarantors and the Lenders and the Issuing Lenders severally, as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as a primary obligor and not merely as surety a surety, to each Holder and its successors, transfers and assigns, the full and prompt punctual payment and performance when due, whether upon at stated maturity, by upon acceleration or otherwise, of any the principal of and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders Make-Whole Amount and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason interest on (including, without limitation, because interest whether or not an allowable claim, accruing after the date of filing of any Applicable Law petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to fraudulent conveyances the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or transfers) then hereafter existing under the obligations of each such Guarantor hereunder shall be limited Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the maximum amount that is permissible commencement of any proceeding against or with respect to the Borrower under Applicable Law (including, without limitation, any chapter of the Bankruptcy Code Code), indemnification payments, expenses (including attorneys’ fee and expenses) or its non-U.S. equivalentotherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (by) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be deemed paid such amounts to cover the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any Excluded Swap Obligationsamount due and owing.

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

The Guaranty. In order to induce the Lenders Agents, the Collateral Agent and Issuing the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder hereunder, and thereunder and to induce the other Guaranteed Creditors to enter into Secured Bank Product Obligations in recognition of the direct benefits to be received by the Guarantors each Credit Agreement Party from the Extensions proceeds of Credit hereunder the Revolving Loans and any Hedging Agreementthe entering into of such Secured Bank Product Obligations, each of the Guarantors Credit Agreement Party hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders Guaranteed Creditors as follows: the Guarantor each Credit Agreement Party hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of its Relevant Guaranteed Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Relevant Guaranteed Obligations of any Credit Agreement Party Obligations become to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging hereunder, such Credit Agreement with a Hedging Agreement ProviderParty, each Guarantor unconditionally and irrevocably, promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, Agent and/or the Lenders, the Issuing Lenders, the Hedging Agreement Providersother Guaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, Agent and the Lenders, the Issuing Lenders or the Hedging Agreement Providers other Guaranteed Creditors in collecting any of the Guarantied Credit Party Relevant Guaranteed Obligations. As used in this Section 9, Guarantied This Credit Agreement Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any provision Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and in such event the respective Credit Agreement Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Party, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the contrary contained herein aforesaid payees hereunder for the amount so repaid or in any other of the Credit Documents (a) recovered to the same extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for as if such amount had never originally been received by any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to induce the Lenders and Issuing Lenders Borrower pursuant to enter into this the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement the other Loan Documents, and to extend credit hereunder (iii) the punctual and thereunder faithful performance, keeping, observance, and in recognition fulfillment by the Borrower of all of the direct benefits agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to be received collectively as the “Guaranteed Obligations”). Upon the failure by the Guarantors from the Extensions Borrower, or any of Credit hereunder its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and any Hedging Agreementcure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in that this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any other provision to of this Guaranty, the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of amount guaranteed by each such Guarantor hereunder shall be limited to the maximum amount extent, if any, required so that is permissible its obligations hereunder shall not be subject to avoidance under Applicable Law (including, without limitation, Section 548 of the Bankruptcy Code or its non-U.S. equivalent) and (b) under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty Guaranty, any other agreement or applicable law shall not be deemed to cover any Excluded Swap Obligationstaken into account.

The Guaranty. In order to induce the Agents, the Collateral Agent, the Issuing Lenders and Issuing the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder hereunder, and thereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements in recognition of the direct benefits to be received by the Guarantors each Credit Agreement Party from the Extensions proceeds of the Loans, the issuance of the Letters of Credit hereunder and any Hedging Agreementthe entering into of such Designated Interest Rate Protection Agreements, each of the Guarantors Credit Agreement Party hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders Guaranteed Creditors as follows: the Guarantor each Credit Agreement Party hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of its Relevant Guaranteed Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Relevant Guaranteed Obligations of any Credit Agreement Party Obligations become to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging hereunder, such Credit Agreement with a Hedging Agreement ProviderParty, each Guarantor unconditionally and irrevocably, promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, Agent and/or the Lenders, the Issuing Lenders, the Hedging Agreement Providersother Guaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, Agent and the Lenders, the Issuing Lenders or the Hedging Agreement Providers other Guaranteed Creditors in collecting any of the Guarantied Credit Party Relevant Guaranteed Obligations. As used in this Section 9, Guarantied This Credit Agreement Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any provision Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and in such event the respective Credit Agreement Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Party, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the contrary contained herein aforesaid payees hereunder for the amount so repaid or in any other of the Credit Documents (a) recovered to the same extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for as if such amount had never originally been received by any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order to induce the Lenders and Issuing Lenders Banks to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging ------------ Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Holdings from the Extensions of Credit hereunder and any Hedging Agreement, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders Banks as follows: the Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of the Guaranteed Obligations owed of the Borrower to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Guaranteed Obligations become of the Borrower to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor Holdings unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, Agent and/or the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersBanks, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders Agent or the Hedging Agreement Providers Banks in collecting any of the Guarantied Credit Party Guaranteed Obligations. As used If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Section 9Guaranty other instrument evidencing any liability of the Borrower, Guarantied Credit Party Obligations and Holdings shall include all Guarantied Credit Party Obligations now, be and remain liable to the aforesaid payees hereunder for the amount so repaid or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not recovered to the same extent as if such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred amount had never originally been received by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Each Guarantor hereby unconditionally guarantees, jointly with each other Guarantor and irrevocably jointly and severally guarantees severally, as a primary obligor and not merely as surety a surety, to each Beneficiary and its successors, transfers and assigns, the full and prompt punctual payment and performance when due, whether upon at stated maturity, by upon acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitationsprincipal of, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment Make-Whole Amount, if any, and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason interest on (including, without limitation, because interest whether or not an allowable claim, accruing after the date of filing of any Applicable Law petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to fraudulent conveyances the Company) the Notes issued, including Shelf Notes issued after the date hereof, and all other amounts under any Transaction Document and all other obligations, agreements and covenants of the Company now or transfers) then the obligations of each such Guarantor hereunder shall be limited hereafter existing under any Transaction Document whether for principal, Make-Whole Amount, if any, interest (including interest accruing both prior to and subsequent to the maximum amount that is permissible commencement of any proceeding against or with respect to the Company under Applicable Law (including, without limitation, any chapter of the Bankruptcy Code Reform Act of 1978, as codified under Title 11 of the United States Code, and the rules promulgated thereunder (the “Bankruptcy Code”)), indemnification payments, expenses (including attorneys’ fee and expenses) or its non-U.S. equivalentotherwise, and all costs and expenses, if any, incurred by any Beneficiary in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (i) the failure by the Company to pay punctually any such amount or perform such obligation, and (bii) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Company or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Company, if for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or any other Transaction Document, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be deemed paid such amounts to cover the Beneficiaries, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any Excluded Swap Obligationsamount due and owing.

The Guaranty. In order to induce the Agents and the Lenders and Issuing Lenders (collectively, the “Lender Creditors”) to enter into this Credit Agreement and any Hedging Agreement Provider the Lenders to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into any Hedging Agreement Designated Interest Rate Protection Agreements and to extend credit hereunder and thereunder and Designated Treasury Services Agreements, in recognition of the direct benefits to be received by the Guarantors Holdings from the Extensions of Credit hereunder and any Hedging Agreement, each proceeds of the Guarantors Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, Holdings hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders Guaranteed Creditors as follows: the Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety surety: (i) to the Lender Creditors and any applicable Indemnified Person the full and prompt payment when due, due (whether upon at the stated maturity, by acceleration or otherwise, ) of any all Obligations described in clause (x) of the definition of “Obligations”; and all Guarantied Credit Party Obligations owed (ii) to the Administrative Agenteach applicable Guaranteed Creditor, the Lenders full and prompt payment when due (whether at the Issuing Lenders hereunder and stated maturity, by acceleration or otherwise) of all Obligations described in clause (y) of the Hedging Agreement Providers under any Hedging Agreementdefinition of “Obligations” (collectively, the “Guaranteed Obligations”). If any or all of the Guarantied Credit Party Guaranteed Obligations become of Holdings to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor Holdings, unconditionally and irrevocably, promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative AgentAgent and/or the other Guaranteed Creditors, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective on order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, Agent and the Lenders, the Issuing Lenders or the Hedging Agreement Providers other Guaranteed Creditors in collecting any of the Guarantied Credit Party Guaranteed Obligations. As used in this Section 9, Guarantied This Credit Agreement Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any provision Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability, and Holdings shall be and remain liable to the contrary contained herein aforesaid payees hereunder for the amount so repaid or in any other of the Credit Documents (a) recovered to the same extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for as if such amount had never originally been received by any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order to induce the Lenders Agents, the Collateral Agent and Issuing the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder hereunder, and thereunder to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct and indirect benefits to be received by the Guarantors Holdings from the Extensions of Credit hereunder and any Hedging Agreement, each proceeds of the Guarantors Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, Holdings hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders Guaranteed Creditors as follows: the Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of its Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Obligations become of Holdings to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor Holdings, unconditionally and irrevocably, promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, Agent and/or the Lenders, the Issuing Lenders, the Hedging Agreement Providersother Guaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, Agent and the Lenders, the Issuing Lenders or the Hedging Agreement Providers other Guaranteed Creditors in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Holdings Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding This Holdings Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any provision Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of any the Borrower, and Holdings shall be and remain liable to the contrary contained herein aforesaid payees hereunder for the amount so repaid or in any other of the Credit Documents (a) recovered to the same extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for as if such amount had never originally been received by any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order Each Guarantor hereby guarantees to induce the Lenders each Secured Party and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees hereinafter provided, as primary obligor and not merely as surety surety, the full and prompt payment and performance of the Obligations in full when duedue (whether at stated maturity, whether upon maturityas a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), each Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal (collectively, the “Guaranteed Obligations”). Subject to Section 10.06 and all Guarantied Credit the last sentence of this Section 10.01 below, the Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of any Guaranteed Obligations owed to be paid when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), the Guarantors will, upon demand pay, or cause to be paid, in cash, to the Administrative AgentAgent for the ratable benefit of Secured Parties, an amount equal to the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all sum of the Guarantied Credit Party unpaid principal amount of all Guaranteed Obligations become then due as aforesaid, accrued and payable hereunder or unpaid interest on such Guaranteed Obligations (including interest which, but for any Borrower’s becoming the subject of a case under any Hedging Agreement with a Hedging Agreement Providerthe Bankruptcy Code, each Guarantor unconditionally promises to pay would have accrued on such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not a claim is allowed against any Borrower for such Guarantied Credit Party interest in the related bankruptcy case) and all other Guaranteed Obligations are from time then owed to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collectionSecured Parties as aforesaid. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to Loan Documents, the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations Guaranteed Obligations of each such Guarantor hereunder under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the maximum largest amount that is permissible would not render such obligations subject to avoidance under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap ObligationsDebtor Relief Laws.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement(a) Parent hereby guarantees, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as a primary obligor and not merely as surety a surety, to each Secured Creditor and their respective successors and assigns, the full and prompt payment in full when duedue (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, any Borrower, and all other Secured Obligations from time to time owing to the Secured Creditors by any Credit Party under any Credit Document, any ABL Secured Cash Management Agreement or any ABL Secured Hedging Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Parent Guaranteed Obligations”) and (b) each Borrower hereby guarantees, as a primary obligor and not as a surety, to each Secured Creditor and their respective successors and assigns, the prompt payment in full when due of Secured Obligations from time to time owing to the Secured Creditors by any Credit Party under any ABL Secured Cash Management Agreement or any ABL Secured Hedging Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Borrower Guaranteed Obligations” and, together with the Parent Guaranteed Obligations, the “Guaranteed Obligations”). Parent hereby agrees that if any Borrower shall fail to pay in full when due (whether upon at stated maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting ) any of the Guarantied Guaranteed Obligations, Parent will promptly pay the same in cash, upon demand, and that in the case of any extension of time of payment or renewal of any of the Parent Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Each Borrower hereby agrees that if any Credit Party Obligations. As used shall fail to pay in this Section 9full when due (whether at stated maturity, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, by acceleration or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether otherwise) any of the Borrower and Guaranteed Obligations, such Borrower will promptly pay the Guarantors may be liable individually or jointly with otherssame in cash, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitationsdemand, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty that in the case of any extension of time of payment and performance and not or renewal of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitationBorrower Guaranteed Obligations, the Bankruptcy Code same will be promptly paid in full when due (whether at extended maturity, by acceleration or its non-U.S. equivalentotherwise) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationsin accordance with the terms of such extension or renewal.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder to induce the Secured Hedge Counterparties to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Guarantors each Borrower from the Extensions proceeds of Credit hereunder and any the Loans, the entering into of Interest Rate Protection Agreements or Other Hedging AgreementAgreements, each of the Guarantors Borrower hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders Secured Hedge Counterparties as follows: the Guarantor each Borrower hereby unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of its Relevant Guaranteed Obligations owed to the Administrative AgentGuaranteed Creditors. For the avoidance of doubt, the Lenders “Relevant Guaranteed Obligations” of the U.S. Borrower include, without limitation, all Obligations of the Bermuda Borrower under this Agreement and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreementsuch Obligations. If any or all of the Guarantied Credit Party Relevant Guaranteed Obligations become of either Borrower to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor Borrower unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersGuaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Guaranteed Creditors in collecting any of the Guarantied Credit Party Relevant Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the This Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding This Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any provision Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and in such event the respective Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Party, notwithstanding any revocation of this Borrower Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Borrower shall be and remain liable to the contrary contained herein aforesaid payees hereunder for the amount so repaid or in any other of the Credit Documents (a) recovered to the same extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for as if such amount had never originally been received by any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder to induce the Secured Hedge Counterparties to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Guarantors each Credit Agreement Party from the Extensions proceeds of the Loans, the issuance of the Letters of Credit hereunder and any Bank Guaranties the entering into of Interest Rate Protection Agreements or Other Hedging AgreementAgreements, each of the Guarantors Credit Agreement Party hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders Secured Hedge Counterparties as follows: the Guarantor each Credit Agreement Party hereby unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of its Relevant Guaranteed Obligations owed to the Administrative AgentGuaranteed Creditors. For the avoidance of doubt, the Lenders “Relevant Guaranteed Obligations” of the U.S. Borrower include, without limitation, all Obligations of the Bermuda Borrower under this Agreement and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreementsuch Obligations. If any or all of the Guarantied Relevant Guaranteed Obligations of any Credit Agreement Party Obligations become to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor Credit Agreement Party unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersGuaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Guaranteed Creditors in collecting any of the Guarantied Credit Party Relevant Guaranteed Obligations. As used in this Section 9, Guarantied This Credit Agreement Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any provision Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and in such event the respective Credit Agreement Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Party, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the contrary contained herein aforesaid payees hereunder for the amount so repaid or in any other of the Credit Documents (a) recovered to the same extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for as if such amount had never originally been received by any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees guarantees, as primary a co-obligor and not merely as surety surety, to the full and Holders, the prompt payment when dueof all Liabilities (including without limitation principal, premium if any, and interest (including all interest that accrues after the commencement of any proceeding under any applicable bankruptcy, insolvency, reorganization and other similar laws of the Company or any Guarantor (the Company and each Guarantor collectively referred to herein as the “Note Parties” and each individually, a “Note Party”) at the rate provided in the respective Transaction Document, whether upon or not a claim for post-petition interest is allowed in such proceeding under any applicable bankruptcy, insolvency, reorganization and other similar laws) on the Notes, and all obligations which, but for the automatic stay under 11 U.S.C. Section 362 (or similar successor statute), would become due), whenever arising, in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document) strictly in accordance with the terms thereof (hereinafter, of any and all Guarantied Credit Party Obligations owed to the Administrative Agentcollectively, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement“Guaranteed Obligations”). If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting hereby further agrees that if any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Guaranteed Obligations are from time to time reducednot paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or extinguished and thereafter increased otherwise in accordance with any Transaction Document), such Guarantor will promptly pay the same, without any demand or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitationsnotice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or not otherwise in accordance with any Transaction Document) in accordance with the terms of such Guarantied Credit Party Obligations may be extension or hereafter become otherwise unenforceablerenewal. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision This Guaranty is a continuing guaranty and shall apply to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationsall Guaranteed Obligations whenever arising.

The Guaranty. In order to induce the Lenders Agents, the Collateral Agent and Issuing the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder hereunder, and thereunder and to induce the other Guaranteed Creditors to enter into Secured Hedging Obligations in recognition of the direct benefits to be received by the Guarantors each Credit Party from the Extensions proceeds of Credit hereunder the Loans and any the entering into of such Secured Hedging AgreementObligations, each of the Guarantors Credit Party hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders Guaranteed Creditors as follows: the Guarantor each Credit Party hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of its Relevant Guaranteed Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Relevant Guaranteed Obligations of any Credit Party Obligations become to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor such Credit Party, unconditionally and irrevocably, promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, Agent and/or the Lenders, the Issuing Lenders, the Hedging Agreement Providersother Guaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, Agent and the Lenders, the Issuing Lenders or the Hedging Agreement Providers other Guaranteed Creditors in collecting any of the Guarantied Relevant Guaranteed Obligations. This Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding This Credit Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any provision Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and in such event the respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Party, notwithstanding any revocation of this Credit Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Party shall be and remain liable to the contrary contained herein aforesaid payees hereunder for the amount so repaid or in any other of the Credit Documents (a) recovered to the same extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for as if such amount had never originally been received by any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Company from the Extensions of Credit hereunder and any Hedging Agreement, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor Company hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of the Guaranteed Obligations owed (other than, with respect to the Administrative AgentCompany, any Excluded Swap Obligations of the Lenders and Company) of the Issuing Lenders hereunder and Subsidiary Borrowers to the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Guaranteed Obligations become of such Borrowers to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor the Company unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, Agent and/or the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or on demand, together with any and all reasonable reasonable, out-of-pocket expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders Agent or the Hedging Agreement Providers Lenders in collecting any of the Guarantied Credit Party Guaranteed Obligations. As used If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers), then and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of the guaranty under this Section 915 or other instrument evidencing any liability of any Borrower, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may Company shall be and remain liable individually to the aforesaid payees hereunder for the amount so repaid or jointly with others, whether or not recovery upon recovered to the same extent as if such Guarantied Credit Party Obligations may be or hereafter become barred amount had never originally been received by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

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

The Guaranty. In order to induce the Lenders Agents, the Collateral Agent and Issuing the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder hereunder, and thereunder to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements, Designated Hedge Agreements and Designated Treasury Services Agreements in recognition of the direct and indirect benefits to be received by Holdings and the Guarantors MLP from the Extensions of Credit hereunder and any Hedging Agreement, each proceeds of the Guarantors Term Loans and the entering into of such Designated Interest Rate Protection Agreements, Designated Hedge Agreements and Designated Treasury Services Agreements, Holdings and the MLP each hereby agrees with the Administrative Agent Guaranteed Creditors as follows (in the case of the MLP for this entire Section 14 upon accession to this Agreement): Holdings and the Lenders and the Issuing Lenders as follows: the Guarantor MLP each hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of its Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Obligations become of Holdings or the MLP to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor of Holdings and the MLP, unconditionally and irrevocably, promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, Agent and/or the Lenders, the Issuing Lenders, the Hedging Agreement Providersother Guaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, Agent and the Lenders, the Issuing Lenders or the Hedging Agreement Providers other Guaranteed Creditors in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any provision Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event each of Holdings and the MLP agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings and the MLP, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of any the Borrower, and Holdings and the MLP shall each be and remain liable to the contrary contained herein aforesaid payees hereunder for the amount so repaid or in any other of the Credit Documents (a) recovered to the same extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for as if such amount had never originally been received by any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

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

The Guaranty. In order Each of the Guarantors hereby unconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to induce the Lenders and Issuing Lenders Borrower pursuant to enter into this the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement the other Loan Documents and to extend credit hereunder (v) the punctual and thereunder faithful performance, keeping, observance, and in recognition fulfillment by the Borrower of all of the direct benefits agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond Xxxxxx and all other amounts payable under any Permitted Bond Xxxxxx shall not be received considered Guaranteed Obligations. Upon (x) the failure by the Guarantors from the Extensions Borrower or any of Credit hereunder its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any Hedging Agreementapplicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in that this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligations.

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

The Guaranty. In order Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to induce the Lenders and Issuing Lenders Borrower pursuant to enter into this the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement the other Loan Documents and to extend credit hereunder (v) the punctual and thereunder faithful performance, keeping, observance, and in recognition fulfillment by the Borrower of all of the direct benefits agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond Xxxxxx and all other amounts payable under any Permitted Bond Xxxxxx shall not be received considered Guaranteed Obligations. Upon (x) the failure by the Guarantors from the Extensions Borrower or any of Credit hereunder its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any Hedging Agreementapplicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in that this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligations.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Parent Borrower from the Extensions proceeds of the Loans to be incurred by Arch Europe and the issuance of the Letters of Credit hereunder and any Hedging Agreementfor the account of Arch Europe, each of the Guarantors Parent Borrower hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders Guaranteed Creditors as follows: the Guarantor Parent Borrower hereby unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of the Guaranteed Obligations owed of Arch Europe to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Guaranteed Obligations become of Arch Europe to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor the Parent Borrower unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersGuaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Guaranteed Creditors in collecting any of the Guarantied Credit Party Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the This Parent Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding If a claim is ever made upon any provision Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event the Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of Arch Europe, and the Parent Borrower shall be and remain liable to the contrary contained herein aforesaid payees hereunder for the amount so repaid or in any other of the Credit Documents (a) recovered to the same extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for as if such amount had never originally been received by any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to induce any Borrower pursuant to the Lenders Credit Agreement, (ii) any obligations of any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all Banking Services Obligations and Issuing Lenders obligations of any Borrower or Subsidiary owing to enter into this any Lender or any affiliate of any Lender under any Swap Agreement, (iv) all other amounts payable by any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition Borrower of all of the direct benefits agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents (all of the foregoing being referred to be received collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the Guarantors holders from time to time of the Extensions Guaranteed Obligations being referred to collectively as the “Holders of Credit hereunder Obligations”). Upon (x) the failure by any Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any Hedging Agreementapplicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in that this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any provision to the contrary contained herein or in any other Each of the Credit Documents Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Obligations immediately on demand against any cost, loss or liability they incur as a result of any Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (a) but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent amount claimed had been recoverable on the obligations basis of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationsguaranty).

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Guarantors each Guarantor from the Extensions proceeds of the Loans, the issuance of the Letters of Credit hereunder and any the entering into of Interest Rate Protection Agreements or Other Hedging AgreementAgreements, each of the Guarantors Guarantor hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of its Relevant Guaranteed Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Relevant Guaranteed Obligations become of any Guarantor to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersGuaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Guaranteed Creditors in collecting any of the Guarantied Credit Party Relevant Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the This Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding This Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any provision to Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the contrary contained herein Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and in such event the respective Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Borrower Guaranty or any other instrument evidencing any liability of the Credit Documents (a) to the extent the obligations of a any Relevant Guaranteed Party, and each Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited and remain liable to the maximum aforesaid payees hereunder for the amount that is permissible under Applicable Law (including, without limitation, so repaid or recovered to the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover same extent as if such amount had never originally been received by any Excluded Swap Obligationssuch payee.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each Each of the Guarantors hereby agrees absolutely, irrevocably and unconditionally guarantees, jointly with the Administrative Agent other Guarantors and the Lenders and the Issuing Lenders severally, as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as a primary obligor and not merely as surety surety, the full and prompt punctual payment and performance when due, due (whether upon at stated maturity, by upon acceleration or otherwise) of the following (collectively, the “Guaranteed Obligations”): (a) all Obligations of the Foreign Borrowers, including, without limitation, (i) the principal of and interest on each Loan made to any Foreign Borrower pursuant to the Credit Agreement, (ii) fees on each Letter of Credit issued to any Foreign Borrower pursuant to the Credit Agreement, (iii) any obligations of any Foreign Borrower to reimburse LC Disbursements and to provide cash collateral with respect to Letters of Credit, (iv) all Guarantied Credit Party Obligations owed to other fees and other amounts payable by any Foreign Borrower under the Administrative AgentLoan Documents, and (v) the Lenders punctual and the Issuing Lenders hereunder faithful performance, keeping, observance, and the Hedging Agreement Providers under any Hedging Agreement. If any or fulfillment by each Foreign Borrower of all of the Guarantied Credit Party agreements, conditions, covenants, and obligations of such Foreign Borrower contained in the Loan Documents, and (b) all Secured Swap Obligations become due and payable hereunder or under Secured Banking Services Obligations of any Hedging Agreement with a Hedging Agreement ProviderForeign Borrower; provided, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agenthowever, that for any Guarantor, the LendersSecured Swap Obligations shall not include Swap Obligations that constitute Excluded Swap Obligations with respect to such Guarantor. Without limiting the generality of the foregoing, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party “Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations ” shall include all Guarantied Credit Party Obligations nowinterest, fees and other amounts described in foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership, examinership or hereafter madeother similar proceeding, incurred regardless of whether allowed or createdallowable in such proceeding. Upon (x) the failure by any Foreign Borrower to pay punctually any such amount or perform such obligation, whether voluntarily and (y) such failure continuing beyond any applicable grace or involuntarilynotice and cure period, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and each of the Guarantors may be liable individually agrees that it shall forthwith on demand pay such amount or jointly with othersperform such obligation at the place and in the manner specified in the relevant Loan Document, whether Swap Agreement or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute Banking Services Agreement. Each of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This the Guarantors hereby agrees that this Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any provision to the contrary contained herein or As used in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitationthis Guaranty, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligations.following terms have the meanings specified below:

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging AgreementThe Guarantor unconditionally guarantees, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as a primary obligor and not merely as a surety the full due and prompt punctual payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers amounts due under or in connection with any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demandGuaranteed Document, together with any all renewals, modifications, consolidations or extensions thereof and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, whether now or hereafter madedue, owing or incurred or createdin any manner, whether voluntarily or involuntarily, absolute actual or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually incurred solely or jointly with othersany other Person and whether as principal or surety (and including all liabilities in connection with any notes, whether bills or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred other instruments accepted by any statute of limitationsGuaranteed Finance Party in connection therewith), and whether together in each case with all renewals, modifications, consolidations or not extensions thereof (all such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceableobligations being herein collectively referred to as the “Guaranteed Obligations”). This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision Anything contained in this Agreement to the contrary contained herein or in any other of the Credit Documents (a) to the extent notwithstanding, the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render the Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state Law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of the Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Guarantor (i) in respect of intercompany indebtedness to any other Group Obligor or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by the Guarantor hereunder or (B) has been pledged to, and is enforceable by, the Security Agent on behalf of the Guaranteed Finance Parties and (ii) under any guaranty of Debt subordinated in right of payment to the Guaranteed Obligations which guaranty contains a Parent Guaranty limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of the Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of the Guarantor to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of the Guarantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among the Guarantor and any other Group Obligor and its Affiliates of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). If the Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is permissible under Applicable Law (includingless than the total amount of the Guaranteed Obligations, without limitation, then it is understood and agreed that the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty portion of the Guaranteed Obligations for which the Guarantor is liable hereunder shall not be deemed the last portion of the Guaranteed Obligations to cover any Excluded Swap Obligationsbe repaid.

The Guaranty. In order to induce the Lenders Each Guarantor, jointly and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreementseverally, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally irrevocably, until the Termination Date (or such earlier date such Guarantor is released from this Guaranty in accordance with Section 18), guarantees as a primary obligor and not merely as a surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of its Relevant Guaranteed Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementSecured Parties. If any or all of the Guarantied Credit Party Relevant Guaranteed Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor such Guarantor, unconditionally and irrevocably, jointly and severally, promises to pay such Guarantied Credit Party Relevant Guaranteed Obligations to the Administrative AgentSecured Parties, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or on first demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Secured Parties in collecting any of the Guarantied Credit Party Relevant Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding For the avoidance of doubt, the Guarantee provided hereunder constitutes an undertaking of third person’s obligations (üçüncü kişinin fiilini taahhüt) as regulated under Article 128 of Turkish Code of Obligations (Law No. 6098). This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any provision to Secured Party for repayment or recovery of any amount or amounts received in payment or on account of any of the contrary contained herein Relevant Guaranteed Obligations and any of the aforesaid payees repays all or in part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Issuer or any other Guaranteed Party), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Credit Documents (a) to the extent the obligations of a Issuer or any other Guaranteed Party, and such Guarantor shall be adjudicated and remain liable to be invalid the aforesaid payees hereunder for the amount so repaid or unenforceable for recovered to the same extent as if such amount had never originally been received by any reason (including, without limitation, because such payee. No failure or delay on the part of any Applicable Law relating Secured Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Secured Party would otherwise have. Except as otherwise explicitly required hereby or by any other Note Document, no notice to fraudulent conveyances or transfers) then the obligations of each demand on any Guarantor in any case shall entitle such Guarantor hereunder shall be limited to any other further notice or demand in similar or other circumstances or constitute a waiver of the maximum amount that is permissible under Applicable Law (including, rights of any Secured Party to any other or further action in any circumstances without limitation, the Bankruptcy Code notice or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationsdemand.

The Guaranty. In order to induce the Lenders and Issuing Lenders Banks to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging ------------ Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors each Guarantor from the Extensions proceeds of the Loans and the issuance of the Letters of Credit hereunder and to induce the Banks or any Hedging Agreementof their respective Affiliates to enter into Interest Rate Protection Agreements, each of the Guarantors Guarantor hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders Banks as follows: the Each Guarantor hereby unconditionally and irrevocably irrevocably, jointly and severally severally, guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of the Guaranteed Obligations owed of the Borrower to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementSecured Creditors. If any or all of the Guarantied Credit Party Guaranteed Obligations become of the Borrower to the Secured Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor Guarantor, jointly and severally, unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersSecured Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders Agent or the Hedging Agreement Providers Secured Creditors in collecting any of the Guarantied Credit Party Guaranteed Obligations. As used If claim is ever made upon any Secured Creditor for repayment or recovery of any amount or amounts received in this Section 9payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, Guarantied Credit Party Obligations decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery binding upon such Guarantied Credit Party Obligations may Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Company, and each other Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or hereafter become barred recovered to the same extent as if such amount had never originally been received by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceablepayee. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligations.

The Guaranty. In order Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to induce the Lenders and Issuing Lenders Borrower pursuant to enter into this the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any Affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement the other Loan Documents and to extend credit hereunder (v) the punctual and thereunder faithful performance, keeping, observance, and in recognition fulfillment by the Borrower of all of the direct benefits agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to be received collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”) (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Guarantors from the Extensions Borrower or any of Credit hereunder its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any Hedging Agreementapplicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in that this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any other provision to of this Guaranty, the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of amount guaranteed by each such Guarantor hereunder shall be limited to the maximum amount extent, if any, required so that is permissible its obligations hereunder shall not be subject to avoidance under Applicable Law (including, without limitation, Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower or any of its non-U.S. equivalent) and (b) Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a guaranty). Notwithstanding anything to the contrary in any Loan Document, the guarantee provided by each of Microchip Technology LLC and Silicon Storage Technology LLC, so long as each remains a Foreign Sub Holdco, shall not be deemed without recourse to cover any Excluded Swap Obligationsvoting Equity Interests in excess of 65%, in the aggregate, of Microchip Technology Malta Limited.

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

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Guarantors Corporation from the Extensions proceeds of the Loans, the issuance of the Letters of Credit hereunder and any the entering into of Interest Rate Protection Agreements or Other Hedging AgreementAgreements, each of the Guarantors Corporation hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor Corporation hereby absolutely, unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of the Guaranteed Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Guaranteed Obligations become becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor the Corporation unconditionally promises to pay such Guarantied Credit Party Guaranteed Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersGuaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Guaranteed Creditors in collecting any of the Guarantied Credit Party Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any provision to Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the contrary contained herein Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property (including in connection with any bankruptcy or similar proceeding) or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Corporation or any of its Subsidiaries), then and in such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Credit Documents (a) to the extent the obligations Corporation or any of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (includingits Subsidiaries, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed fully reinstated and the Corporation shall be and remain liable to cover the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any Excluded Swap Obligationssuch payee.

The Guaranty. In order Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan made to induce the Lenders and Issuing Lenders Borrower pursuant to enter into this the Credit Agreement, (ii) obligations owing under or in connection with Letters of Credit, (iii) all other amounts payable by the Borrower under the Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement the other Loan Documents, and to extend credit hereunder including, without limitation, all Swap Obligations and thereunder Banking Services Obligations, and in recognition (iv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the direct benefits agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to be received collectively as the “Guaranteed Obligations”). Upon the failure by the Guarantors from the Extensions of Credit hereunder Borrower to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and any Hedging Agreementcure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees with the Administrative Agent that this Guaranty is an absolute, irrevocable and the Lenders unconditional guaranty of payment and the Issuing Lenders as follows: the is not a guaranty of collection. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably jointly and severally guarantees undertakes to provide funds or other support to each other Loan Party as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred needed by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit such Loan Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether to honor all of its obligations under the Borrower Credit Agreement and the Guarantors may be liable individually or jointly with othersother Loan Documents in respect of such Swap Obligation (but, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitationsin each case, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited only up to the maximum amount of such liability that is permissible can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under Applicable Law (includingthis Section 2 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Guarantied Obligations shall have been paid in full and the Commitments shall have been terminated and all Letters of Credit shall have expired or been terminated or canceled. Each Qualified ECP Guarantor intends this Section to constitute, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty Section shall not be deemed to cover any Excluded Swap Obligationsconstitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

The Guaranty. In order Subject to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreementlimitations expressly set forth herein, each of the Guarantors Culligan and Astrum hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety unconditionally guarantee for the full and benefit of the Buyer, the prompt payment and performance in full when due, whether upon maturity, due by acceleration or otherwise, the Sellers of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due Sellers' obligations of any kind or nature under Article 9 of the Purchase Agreement, subject to all of the conditions and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations limitations applicable to the Administrative AgentSellers set forth therein; provided, however, that (a) the Lenders, Buyer shall have first notified the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not Sellers that such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance from the Sellers is due and not of collection. Notwithstanding any provision owing pursuant to the contrary contained herein or in any other terms of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) Purchase Agreement; and (b) Astrum shall have no obligations or liability under this Guaranty Section 1 unless and until either (x) Culligan's Shareholders' Equity (as defined below) shall be less than $70,000,000 for the twelve-month period ending on the month ending immediately prior to the date of determination, or (y) if Culligan asserts or claims at any time that Culligan's obligations under this Section 1 is unenforceable against it (or any similar assertion or claim) or that Culligan does not have the financial capability to perform its obligations under this Section 1 in a timely manner (or any similar assertion or claim); provided, further, upon the occurrence of any event referred to in clauses (x) and (y) above, Astrum shall thereafter be deemed unconditionally obligated to cover guarantee the obligations of the Sellers to the extent set forth in this Section 1 (without the benefit of subparagraph (b) of this Section 1). "Shareholders' Equity" means for the applicable period, the difference between (i) the product of (x) the net income of Culligan plus any Excluded Swap Obligationsand all interest, taxes, depreciation and amortization which were deducted in determining the amount of such net income and (y) 6.5 and (ii) the aggregate amount of indebtedness for money borrowed (including any and all capitalized lease obligations), all as determined in accordance with generally accepted accounting principles consistently applied; provided that if the stock of Culligan is publicly traded, the Shareholders Equity shall mean the product of multiplying the number of outstanding common shares of Culligan on the date of determination by the average closing trading price on the thirty trading days preceding the date of determination.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each Each of the Guarantors hereby agrees absolutely, irrevocably and unconditionally guarantees, jointly with the Administrative Agent other Guarantors and the Lenders and the Issuing Lenders severally, as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as a primary obligor and not merely as surety surety, the full and prompt punctual payment and performance when due, due (whether upon at stated maturity, by upon acceleration or otherwise) of the following (collectively, the “Guaranteed Obligations”): (a) all Obligations, including, without limitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) fees on each Letter of Credit issued pursuant to the Credit Agreement, (iii) any obligations of any Borrower to reimburse LC Disbursements and to provide cash collateral with respect to Letters of Credit, (iv) all Guarantied Credit Party Obligations owed to other fees and other amounts payable by any Borrower under the Administrative AgentLoan Documents, and (v) the Lenders punctual and the Issuing Lenders hereunder faithful performance, keeping, observance, and the Hedging Agreement Providers under any Hedging Agreement. If any or fulfillment by each Borrower of all of the Guarantied Credit Party agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents, and (b) all Secured Swap Obligations become due and payable hereunder or under Secured Banking Services Obligations; provided, however, that for any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative AgentGuarantor, the LendersSecured Swap Obligations shall not include Swap Obligations that constitute Excluded Swap Obligations with respect to such Guarantor. Without limiting the generality of the foregoing, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party “Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations ” shall include all Guarantied Credit Party Obligations nowinterest, fees and other amounts described in foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership or hereafter madeother similar proceeding, incurred regardless of whether allowed or createdallowable in such proceeding. Upon (x) the failure by any Borrower to pay punctually any such amount or perform such obligation, whether voluntarily and (y) such failure continuing beyond any applicable grace or involuntarilynotice and cure period, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and each of the Guarantors may be liable individually agrees that it shall forthwith on demand pay such amount or jointly with othersperform such obligation at the place and in the manner specified in the relevant Loan Document, whether Swap Agreement or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute Banking Services Agreement. Each of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This the Guarantors hereby agrees that this Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any provision to the contrary contained herein or As used in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitationthis Guaranty, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligations.following terms have the meanings specified below:

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees to each Lender, the L/C Issuer, each Swap Bank, each Treasury Management Bank, the Administrative Agent, and each other holder of the Obligations as hereinafter provided, as primary obligor and not merely as surety surety, the full and prompt payment of all Obligations in full when due, due (whether upon at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof (for each Guarantor, of any and all Guarantied Credit Party Obligations owed subject to the Administrative Agentproviso in this sentence, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under its “Guaranteed Obligations”); provided, however, that with respect to any Hedging Agreement. If any Foreign Subsidiary that has been a direct or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerindirect Subsidiary for less than one year, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations Foreign Subsidiary’s guaranty shall be limited to the Administrative Agent, Canadian Obligations until the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting date such Foreign Subsidiary has been a Subsidiary for one year. The Guarantors hereby further agree that if any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Guaranteed Obligations are from time to time reducednot paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or extinguished and thereafter increased or incurredotherwise), whether the Borrower and the Guarantors may be liable individually will, jointly and severally, promptly pay the same, without any demand or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitationsnotice whatsoever, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty that in the case of any extension of time of payment and performance and not or renewal of collectionany of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Loan Documents, Secured Swap Agreements or Secured Treasury Management Agreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents (a) shall be limited to an aggregate amount equal to the extent largest amount that would not render such obligations subject to avoidance under the obligations Debtor Relief Laws or any comparable provisions of any applicable state law or other applicable Law and (ii) the Guaranteed Obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover exclude any Excluded Swap ObligationsObligations with respect to such Guarantor.

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

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Guarantors Holdings from the Extensions proceeds of the Loans, the issuance of the Letters of Credit hereunder and any Bank Guaranties and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementAgreements, each of the Guarantors Holdings hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of the Holdings Guaranteed Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Holdings Guaranteed Obligations become to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor Holdings unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersGuaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Guaranteed Creditors in collecting any of the Guarantied Credit Party Holdings Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Holdings Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding This Holdings Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any provision Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Holdings Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers and any other Holdings Guaranteed Party), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of either Borrower or any other Holdings Guaranteed Party, and Holdings shall be and remain liable to the contrary contained herein aforesaid payees hereunder for the amount so repaid or in any other of the Credit Documents (a) recovered to the same extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for as if such amount had never originally been received by any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order to induce the Lenders each of the Agents, the Collateral Agent and Issuing the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder hereunder, and thereunder to induce the other Guaranteed Creditors to enter into Post Petition Swap Agreements, and in recognition of the direct benefits to be received by the Guarantors Holdings from the Extensions of Credit hereunder and any Hedging Agreement, each proceeds of the Guarantors Loans and the entering into of such Post Petition Swap Agreements, Holdings hereby agrees with the Administrative Agent primary, absolute and the Lenders and the Issuing Lenders unconditional, as follows: the Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of the Holdings Guaranteed Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Holdings Guaranteed Obligations become to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor Holdings unconditionally and irrevocably promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersGuaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Guaranteed Creditors in collecting any of the Guarantied Credit Party Holdings Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Holdings Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding This Holdings Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any provision Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Holdings Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers and any other Holdings Guaranteed Party), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of each Borrower or any other Holdings Guaranteed Party, and Holdings shall be and remain liable to the contrary contained herein aforesaid payees hereunder for the amount so repaid or in any other of the Credit Documents (a) recovered to the same extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for as if such amount had never originally been received by any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to induce the Lenders and Issuing Lenders Borrower pursuant to enter into this the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any Affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement the other Loan Documents and to extend credit hereunder (v) the punctual and thereunder faithful performance, keeping, observance, and in recognition fulfillment by the Borrower of all of the direct benefits agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to be received collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”) (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Guarantors from the Extensions Borrower or any of Credit hereunder its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any Hedging Agreementapplicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in that this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any other provision to of this Guaranty, the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of amount guaranteed by each such Guarantor hereunder shall be limited to the maximum amount extent, if any, required so that is permissible its obligations hereunder shall not be subject to avoidance under Applicable Law (including, without limitation, Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower or any of its non-U.S. equivalent) and (b) Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty shall on the date when it would have been due (but so that the amount payable by each Guarantor under this indemnity will not be deemed exceed the amount which it would have had to cover any Excluded Swap Obligationspay under this Guaranty if the amount claimed had been recoverable on the basis of a guaranty).

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder hereunder, and in recognition of the direct benefits to be received by the Guarantors each Credit Agreement Party from the Extensions proceeds of Credit hereunder and any Hedging Agreementthe Loans, the issuance of the Letters of Credit, each of the Guarantors Credit Agreement Party Guarantor hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the each Credit Agreement Party Guarantor hereby unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of its Guaranteed Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Guaranteed Obligations of any Credit Agreement Party Obligations become Guarantor to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Credit Agreement Party Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersGuaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Guaranteed Creditors in collecting any of the Guarantied Credit Party Guaranteed Obligations. As used in this Section 9, Guarantied This Credit Agreement Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any provision to Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the contrary contained herein Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event the respective Credit Agreement Party Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Party Guarantor, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of the Borrower, and each Credit Documents (a) to the extent the obligations of a Agreement Party Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited and remain liable to the maximum aforesaid payees hereunder for the amount that is permissible under Applicable Law (including, without limitation, so repaid or recovered to the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover same extent as if such amount had never originally been received by any Excluded Swap Obligationssuch payee.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging AgreementThe Guarantor unconditionally guarantees, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as a primary obligor and not merely as a surety the full due and prompt punctual payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers amounts due under or in connection with any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demandGuaranteed Document, together with any all renewals, modifications, consolidations or extensions thereof and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, whether now or hereafter madedue, owing or incurred or createdin any manner, whether voluntarily or involuntarily, absolute actual or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually incurred solely or jointly with othersany other Person and whether as principal or surety (and including all liabilities in connection with any notes, whether bills or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred other instruments accepted by any statute of limitationsGuaranteed Finance Party in connection therewith), and whether together in each case with all renewals, modifications, consolidations or not extensions thereof (all such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceableobligations being herein collectively referred to as the “Guaranteed Obligations”). This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision Anything contained in this Agreement to the contrary contained herein or in any other of the Credit Documents (a) to the extent notwithstanding, the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render the Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state Law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of the Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Guarantor (i) in Parent Guaranty DC 58448 respect of intercompany indebtedness to any other Group Obligor or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by the Guarantor hereunder or (B) has been pledged to, and is enforceable by, the Security Agent on behalf of the Guaranteed Finance Parties and (ii) under any guaranty of Debt subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of the Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of the Guarantor to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of the Guarantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among the Guarantor and any other Group Obligor and its Affiliates of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). If the Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is permissible under Applicable Law (includingless than the total amount of the Guaranteed Obligations, without limitation, then it is understood and agreed that the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty portion of the Guaranteed Obligations for which the Guarantor is liable hereunder shall not be deemed the last portion of the Guaranteed Obligations to cover any Excluded Swap Obligationsbe repaid.

The Guaranty. In order The Guarantor guarantees to induce the Lenders Lender and Issuing Lenders becomes surety to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as followsLender for: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt (a) payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed sums now or hereafter due and owing to the Administrative Agent, Lender by the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any Borrower as a result of or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together in connection with any and all reasonable expenses which may be incurred existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Administrative AgentBorrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transaction, whether direct or indirect, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the Lenderstimely, complete, continuous, and strict performance and observance by the Issuing Lenders or the Hedging Agreement Providers in collecting Borrower of any and all of the Guarantied Credit Party Obligationsterms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Section 9Guaranty, Guarantied Credit Party Obligations the term “Obligations” shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time refer to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a Guarantor continuing guaranty, and all liabilities to which it applies or may apply shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be conclusively deemed to cover any Excluded Swap Obligationshave been created in reliance hereon.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Parent Borrower from the Extensions of Credit hereunder and any Hedging Agreement, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, the Parent Borrower hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor Parent Borrower hereby unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of the Parent Borrower Guaranteed Obligations owed of each Designated Subsidiary Borrower to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Parent Borrower Guaranteed Obligations become of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor the Parent Borrower unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersGuaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Guaranteed Creditors in collecting any of the Guarantied Credit Party Parent Borrower Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the This Parent Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding If a claim is ever made upon any provision Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event the Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrower, and the Parent Borrower shall be and remain liable to the contrary contained herein aforesaid payees hereunder for the amount so repaid or in any other of the Credit Documents (a) recovered to the same extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for as if such amount had never originally been received by any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order to induce the Lenders Each Guarantor, jointly and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreementseverally, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally irrevocably, until the Termination Date (or such earlier date such Guarantor is released from this Guaranty in accordance with Section 18), guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of its Relevant Guaranteed Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Relevant Guaranteed Obligations become becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor such Guarantor, unconditionally and irrevocably, jointly and severally, promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative AgentAgent and/or the other Guaranteed Creditors, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective on order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, Agent and the Lenders, the Issuing Lenders or the Hedging Agreement Providers other Guaranteed Creditors in collecting any of the Guarantied Relevant Guaranteed Obligations, subject to any applicable limitations set forth in Section 13.01 of the Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceableAgreement. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any provision to Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the contrary contained herein Relevant Guaranteed Obligations and any of the aforesaid payees repays all or in part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Borrower or any other Guaranteed Party), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of the Credit Documents (a) to the extent the obligations this Guaranty or any other instrument evidencing any liability of a any Borrower or any other Guaranteed Party, and such Guarantor shall be adjudicated and remain liable to be invalid the aforesaid payees hereunder for the amount so repaid or unenforceable for recovered to the same extent as if such amount had never originally been received by any reason (including, without limitation, because such payee. No failure or delay on the part of any Applicable Law relating Guaranteed Creditor in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Guaranteed Creditor would otherwise have. Except as otherwise required hereby or by any other Credit Document, no notice to fraudulent conveyances or transfers) then the obligations of each demand on any Guarantor in any case shall entitle such Guarantor hereunder shall be limited to any other further notice or demand in similar or other circumstances or constitute a waiver of the maximum amount that is permissible under Applicable Law (including, rights of any Guaranteed Creditor to any other or further action in any circumstances without limitation, the Bankruptcy Code notice or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationsdemand.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging AgreementEach Guarantor, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor severally, irrevocably, absolutely and not merely as surety unconditionally guarantees: (i) to the Lender Creditors the full and prompt payment when due, due (whether upon at the stated maturity, by acceleration or otherwise) of (x) the unpaid principal of, premium, if any, and interest on the Notes issued by, and the Term Loans made to, the Borrowers under the Credit Agreement and (y) all other obligations (including obligations which, but for the automatic stay under Section 362(a) of any the Bankruptcy Code, would become due), liabilities and all Guarantied Credit Party Obligations owed indebtedness owing by each Borrower to the Administrative Agent, Lender Creditors under the Lenders Credit Agreement and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied each other Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises Document to pay which such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason party (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law indemnities, Fees and interest thereon (including, without limitationin each case, any interest, fees and other amounts accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the Credit Agreement, whether or not such interest, fees and other amounts is an allowed claim or allowable claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of, or in connection with, the Bankruptcy Code or its non-U.S. equivalent) Credit Agreement and each such other Credit Document and the due performance and compliance by each Borrower with all of the terms, conditions and agreements contained in all such Credit Documents (all such principal, premium, interest, reimbursement obligations, liabilities, indebtedness and obligations being herein collectively called the “Credit Document Obligations”); and (bii) this Guaranty to each applicable Guaranteed Creditor the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness (including, in each case, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the respective Designated Interest Rate Protection Agreements or Designated Treasury Services Agreements whether or not such interest is an allowed claim in any such proceeding) owing by the Lead Borrower and/or one or more of its Subsidiaries under any Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement, whether now in existence or hereafter arising, and the due performance and compliance by such Borrower and such Subsidiaries with all of the terms, conditions and agreements contained in each Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement to which it is a party (all such obligations, liabilities and indebtedness being herein collectively called the “Other Obligations” and, together with the Credit Document Obligations, the “Guaranteed Obligations”); provided, that the “Guaranteed Obligations”, with respect to any Guarantor, shall not be deemed to cover exclude any Excluded Swap Obligations with respect to such Guarantor. As used herein, the term “Guaranteed Party” shall mean each Borrower and/or each Restricted Subsidiary thereof party to any Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement with the applicable Guaranteed Creditor. Each Guarantor understands, agrees and confirms that the Guaranteed Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor, any Borrower, any other Guaranteed Party, against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations.

The Guaranty. In order Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to induce the Lenders and Issuing Lenders Borrowers pursuant to enter into this the Credit Agreement, (ii) any obligations of the Borrowers to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Company or its Subsidiaries owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Company or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement the other Loan Documents and to extend credit hereunder (v) the punctual and thereunder faithful performance, keeping, observance, and in recognition fulfillment by the Borrowers of all of the direct benefits agreements, conditions, covenants, and obligations of the Borrowers contained in the Loan Documents (all of the foregoing being referred to be received collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create or include any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the Guarantors holders from time to time of the Extensions Guaranteed Obligations being referred to collectively as the “Holders of Credit hereunder Guaranteed Obligations”). Upon (x) the failure by any Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any Hedging Agreementapplicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in that this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligations.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors VHS Holdco I from the Extensions of Credit hereunder and any Hedging Agreement, each proceeds of the Guarantors hereby agrees with the Administrative Agent Loans and the Lenders and issuance of the Issuing Lenders as follows: the Guarantor Letters of Credit, VHS Holdco I hereby unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to of the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementObligations. If any or all of the Guarantied Credit Party Obligations become becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor VHS Holdco I unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative AgentGuaranteed Creditors, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or on demand, together with any and all reasonable expenses which may be actually incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Guaranteed Creditors in collecting any of the Guarantied Credit Party Obligations. As used If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event VHS Holdco I agrees that any such judgment, decree, order, settlement or compromise shall be binding upon VHS Holdco I, notwithstanding any revocation of this Section 9Guaranty or any other instrument evidencing any liability of the Borrower, Guarantied Credit Party Obligations and VHS Holdco I shall include all Guarantied Credit Party Obligations now, be and remain liable to the aforesaid payees hereunder for the amount so repaid or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not recovered to the same extent as if such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred amount had never originally been received by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each Each of the Guarantors hereby agrees absolutely, irrevocably and unconditionally guarantees, jointly with the Administrative Agent other Guarantors and the Lenders and the Issuing Lenders severally, as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as a primary obligor and not merely as surety surety, the full and prompt punctual payment and performance when due, due (whether upon at stated maturity, by upon acceleration or otherwise) of the following (collectively, of any and all Guarantied Credit Party Obligations owed but subject to the Administrative Agentprovisions of Section 5, the Lenders “Guaranteed Obligations”): (a) all Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Issuing Lenders hereunder Borrower pursuant to the Credit Agreement, (ii) fees on each Letter of Credit issued pursuant to the Credit Agreement, (iii) any obligations of the Borrower to reimburse LC Disbursements and to provide cash collateral with respect to Letters of Credit (“Reimbursement Obligations”), (iv) all other fees and other amounts payable by the Hedging Agreement Providers Borrower under any Hedging Agreement. If any or the Loan Documents, and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the Guarantied Credit Party agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents, and (b) all Swap Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement ProviderBanking Services Obligations; provided, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations however, that notwithstanding anything to the Administrative Agentcontrary contained in any Loan Document, for each portion of the Guaranteed Obligations constituting a Swap Obligation, such Swap Obligation shall be guaranteed hereunder by only those Guarantors that are ECP Guarantors at the time the Swap Agreement or other agreement giving rise to such Swap Obligation was or hereafter is entered into, except to the extent (if any) that such Guarantor’s status as a Non-ECP Guarantor at such time would not legally prohibit it from making such guarantee under the Commodity Exchange Act and other applicable law; provided, further, that if at any time any Non-ECP Guarantor becomes an ECP Guarantor, the Lendersguarantee made by such Guarantor hereunder shall be deemed to be automatically amended (without any further action required by any Person) to include liability for all Secured Obligations constituting Swap Obligations existing at such time. Without limiting the generality of the foregoing, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party “Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations ” shall include all Guarantied Credit Party Obligations nowinterest, fees and other amounts described in the foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership or hereafter madeother similar proceeding, incurred regardless of whether allowed or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not allowable in such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether proceeding. Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors may be liable individually agrees that it shall forthwith on demand pay such amount or jointly with othersperform such obligation at the place and in the manner specified in the relevant Loan Document, whether Swap Agreement or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute Banking Services Agreement. Each of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This the Guarantors hereby agrees that this Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligations.

The Guaranty. In order to induce the Lenders and Issuing Lenders Banks to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Holdings from the Extensions of Credit hereunder and any Hedging Agreement, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders Banks as follows: the Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of the Guaranteed Obligations owed of the Borrower to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Guaranteed Obligations become of the Borrower to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor Holdings unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, Agent and/or the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersBanks, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders Agent or the Hedging Agreement Providers Banks in collecting any of the Guarantied Credit Party Guaranteed Obligations. As used If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Section 9Guaranty other instrument evidencing any liability of the Borrower, Guarantied Credit Party Obligations and Holdings shall include all Guarantied Credit Party Obligations now, be and remain liable to the aforesaid payees hereunder for the amount so repaid or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not recovered to the same extent as if such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred amount had never originally been received by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order The Guarantor hereby irrevocably and unconditionally guarantees to induce each Noteholder the Lenders due and Issuing Lenders punctual payment in full of (i) the principal of, Make-Whole Amount, if any, and interest on (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to enter into this Credit Agreement the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any Hedging Agreement Provider to enter into any Hedging Agreement other amounts due under, the Notes when and to extend credit hereunder as the same shall become due and thereunder and in recognition of the direct benefits to be received payable (whether at stated maturity or by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, required or optional prepayment or by acceleration or otherwise, ) and (ii) any other sums which may become due under the terms and provisions of any and all Guarantied Credit Party Obligations owed to the Administrative AgentNote Agreement, the Lenders Notes or any other Note Document (all such obligations described in clauses (i) and (ii) above are herein called the Issuing Lenders hereunder "Guaranteed Obligations"). The guaranty in the preceding sentence is an absolute, present and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a continuing guaranty of payment and performance and not of collectioncollectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or upon any other action, occurrence or circumstance whatsoever. Notwithstanding In the event that the Company shall fail so to pay any provision of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the contrary contained herein Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, at the place for payment specified in the Notes and the Note Agreement. Each default in payment of principal of, Make-Whole Amount, if any, or interest on any Note shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor hereby agrees that the Notes issued in connection with the Note Agreement may make reference to this Guaranty Agreement. The Guarantor hereby agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including attorneys' fees) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (i) any breach by the Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Agreement or any other of Note Document, together with all expenses resulting from the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid compromise or unenforceable for any reason (including, without limitation, because defense of any Applicable Law relating claims or liabilities arising as a result of any such breach or default, and (ii) any legal action commenced to fraudulent conveyances challenge the validity or transfers) then the obligations enforceability of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitationthis Guaranty Agreement, the Bankruptcy Code Notes, the Note Agreement or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationsother Note Document.

The Guaranty. In order Each of the Guarantors hereby unconditionally guarantees, as primary obligor and not as surety merely, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations (other than Obligations arising or incurred to induce the Lenders or any of their Affiliates under any Swap Agreement or any Banking Services Agreement), including, without limitation, (i) the principal of and Issuing Lenders interest on each Loan made to enter into this the Borrower pursuant to the Credit Agreement and (ii) all other amounts payable by the Borrower or any Hedging Agreement Provider to enter into any Hedging of its Subsidiaries under the Credit Agreement and to extend credit hereunder and thereunder and in recognition the other Loan Documents (other than any Swap Agreement or any Banking Services Agreement) (all of the direct benefits foregoing being referred to be received collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Guarantors from Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period to the Extensions of Credit hereunder and any Hedging Agreementextent applicable, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in that this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any provision to the contrary contained herein or in any other Each of the Credit Documents Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (a) but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent amount claimed had been recoverable on the obligations basis of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationsguaranty).

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreementhereunder, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: Subject to the Guarantor hereby unconditionally and irrevocably provisions of Section 10.2(a), the Guarantors jointly and severally guarantees as primary obligor hereby irrevocably and not merely as surety unconditionally guarantee to the Lenders the due and punctual payment in full and prompt payment of all Credit Party Obligations when the same shall become due, whether upon at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code) (collectively, the “Guaranteed Obligations”, and such guarantee, the “Guaranty”). The Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which the Lenders or the Administrative Agent may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower or any other Loan Party to pay any of the Guaranteed Obligations when and all Guarantied Credit Party Obligations owed as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), the Guarantors will upon demand pay, or cause to be paid, in cash, to the Administrative Agent, an amount equal to the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all sum of the Guarantied Credit Party unpaid principal amount of all Guaranteed Obligations become then due as aforesaid, accrued and payable hereunder or under any Hedging Agreement unpaid interest on such Guaranteed Obligations (including interest which, but for the filing of a petition in bankruptcy with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations respect to the Administrative AgentBorrower or such other Loan Party, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party would have accrued on such Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not a claim is allowed against the Borrower or such Guarantied Credit other Loan Party for such interest in the related bankruptcy proceeding) and all other Guaranteed Obligations are then due and owing to the Lenders as aforesaid. All such payments shall be applied promptly from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly in accordance with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap ObligationsAgreement.

The Guaranty. In order (a) Subject to induce the Lenders Section 2(b), Section 2(c) and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging AgreementSection 2(d), each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby irrevocably and unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety to TOPS the full and prompt timely performance and discharge (including the payment of money) by Obligor of all obligations and liabilities of Obligor now existing or hereafter arising under the Guaranteed Provision (the “Guaranteed Obligations”) and in each case hereby agrees that if Obligor fails (i) to pay any undisputed amount when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to as the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become same becomes due and payable hereunder by Obligor to TOPS under the Guaranteed Provision, or under (ii) to perform and discharge in full, on a timely basis, any Hedging Agreement of its respective obligations or liabilities in accordance with a Hedging Agreement Providerthe Guaranteed Provision, each the Guarantor unconditionally promises will, upon effectiveness of notice of such failure from TOPS or any Partner, forthwith perform and discharge any such obligation or liability to pay TOPS (including the payment of money) as such Guarantied Credit Party Obligations performance and discharge is required to be made or done by Obligor pursuant to the Administrative Agentterms of the Guaranteed Provision. Subject to Section 2(b), Section 2(c) and Section 2(d), the Lendersguaranty in the preceding sentence is an absolute, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any present and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a continuing guaranty of performance of obligations (including the payment and performance of money) and not of collectioncollectability and is in no way conditional or contingent upon any attempt to collect from Obligor or upon any other action, occurrence or circumstance whatsoever. Notwithstanding Subject to Section 2(b), Section 2(c) and Section 2(d), including the appropriate resolution of any provision applicable “Capital Call Disputes” as provided under Section 4.1(f) of the Partnership Agreement, it will not be necessary for TOPS or any Partner, in order to enforce such performance by the Guarantor, first to institute suit or exhaust its remedies against Obligor, any other guarantor, or any other Person liable with respect to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Guaranteed Obligations.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Parent Borrower from the Extensions of Credit hereunder and any Hedging Agreement, each proceeds of the Guarantors Revolving Loans and the issuance of the Letters of Credit, the Parent Borrower hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders Guaranteed Creditors as follows: the Guarantor Parent Borrower hereby unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of the Parent Borrower Guaranteed Obligations owed of each Designated Subsidiary Borrower (such term as used in this Section 13 to include any entity that was a Designated Subsidiary Borrower prior to the Administrative Agent, delivery of a Termination Letter with respect thereto) to the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Parent Borrower Guaranteed Obligations become of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor the Parent Borrower unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersGuaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Guaranteed Creditors in collecting any of the Guarantied Credit Party Parent Borrower Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the This Parent Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding If a claim is ever made upon any provision Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Parent Borrower Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event the Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrower, and the Parent Borrower shall be and remain liable to the contrary contained herein aforesaid payees hereunder for the amount so repaid or in any other of the Credit Documents (a) recovered to the same extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for as if such amount had never originally been received by any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

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

The Guaranty. In order Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations (other than Obligations arising or incurred to induce the Lenders or any of their Affiliates under any Swap Agreement or any Banking Services Agreement), including, without limitation, (i) the principal of and Issuing Lenders interest on each Loan made to enter into this the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”) and (iii) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement and the other Loan Documents (other than any Hedging Swap Agreement Provider to enter into or any Hedging Agreement and to extend credit hereunder and thereunder and in recognition Banking Services Agreement) (all of the direct benefits foregoing being referred to be received collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Guarantors from the Extensions Borrower or any of Credit hereunder its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any Hedging Agreementapplicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in that this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any provision to the contrary contained herein or in any other Each of the Credit Documents Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (a) but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent amount claimed had been recoverable on the obligations basis of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationsguaranty).

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder to induce the Secured Hedge Counterparties to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Guarantors each Borrower from the Extensions proceeds of the Loans, the issuance of the Letters of Credit hereunder and any Bank Guaranties, the entering into of Interest Rate Protection Agreements or Other Hedging AgreementAgreements, each of the Guarantors Borrower hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders Secured Hedge Counterparties as follows: the Guarantor each Borrower hereby unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of its Relevant Guaranteed Obligations owed to the Administrative AgentGuaranteed Creditors. For the avoidance of doubt, the Lenders “Relevant Guaranteed Obligations” of the U.S. Borrower include, without limitation, all Obligations of the Bermuda Borrower under this Agreement and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreementsuch Obligations. If any or all of the Guarantied Credit Party Obligations become Relevant Guaranteed Obliga- tions of either Borrower to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor Borrower unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersGuaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Guaranteed Creditors in collecting any of the Guarantied Credit Party Relevant Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the This Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding This Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any provision Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and in such event the respective Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Party, notwithstanding any revocation of this Borrower Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Borrower shall be and remain liable to the contrary contained herein aforesaid payees hereunder for the amount so repaid or in any other of the Credit Documents (a) recovered to the same extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for as if such amount had never originally been received by any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Guarantors each DRLB Guarantor from the Extensions proceeds of the Loans, the issuance of the Letters of Credit hereunder and any the entering into of Interest Rate Protection Agreements or Other Hedging AgreementAgreements, each of the Guarantors DRLB Guarantor hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the each DRLB Guarantor hereby unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of its Relevant Guaranteed Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Relevant Guaranteed Obligations become of any DRLB Guarantor to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each DRLB Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersGuaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Guaranteed Creditors in collecting any of the Guarantied Credit Party Relevant Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the This DRL Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding This DRL Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any provision to Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the contrary contained herein Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and in such event the respective DRLB Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such DRLB Guarantor, notwithstanding any revocation of this DRL Borrower Guaranty or any other instrument evidencing any liability of the Credit Documents (a) to the extent the obligations of a any Relevant Guaranteed Party, and each DRLB Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited and remain liable to the maximum aforesaid payees hereunder for the amount that is permissible under Applicable Law (including, without limitation, so repaid or recovered to the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover same extent as if such amount had never originally been received by any Excluded Swap Obligationssuch payee.

The Guaranty. In As used in this Guaranty, the term Obligations or Obligation means, collectively, the following: any and all indebtedness, liabilities and sums of money now or hereafter due and owing by Principal to PSI and/or PJM pursuant to, or arising under, the Governing Documents, including (without limitation) all scheduling, operating, planning, reliability, credit and settlement policies, rules, guidelines and procedures established from time to time by PJM and/or PSI; any and all interest and out-of-pocket expenses (including reasonable attorneys’ fees) now or hereafter due and owing by Principal pursuant to the Governing Documents, in each instance whether or not allowed under any Debtor Relief Law (including all post-petition interest accruing after the commencement of any bankruptcy or insolvency proceeding by or against Principal, whether or not allowed in such proceeding), and all other amounts that would be part of the Obligations but for the operation of Debtor Relief Laws; all assessments and other amounts required to be paid by Principal to PSI and/or PJM in order to induce maintain the Lenders ability to conduct business with PJM and/or PSI notwithstanding the continuing right of Principal to dispute, contest or pursue rights of setoff of such assessments and Issuing Lenders other amounts pursuant to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition the alternative dispute resolution provisions of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder Governing Documents; and any Hedging Agreementall reasonable costs, each of the Guarantors hereby agrees expenses and fees, including, without limitation, court costs and attorneys’ fees, arising in connection with the Administrative Agent collection of any or all amounts, indebtedness, obligations and the Lenders and the Issuing Lenders as follows: the liabilities of Principal to PSI and/or PJM described in clauses (a) through (c) above Each Guarantor hereby absolutely, unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises PSI pursuant to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective orderarising under the Governing Documents, or demandincluding (without limitation) all scheduling, together with any operating, planning, reliability, credit and all reasonable expenses which may be incurred by the Administrative Agentsettlement policies, the Lendersrules, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are guidelines and procedures established from time to time reducedby PSI or PJM, the due, prompt and complete payment of all Obligations regardless of Principal’s ability or extinguished and thereafter increased or incurredwillingness to pay, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision in regard to the contrary contained herein or in any other of the Credit Governing Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason successor agreements), including fees, costs, expenses (including, without limitation, because reasonable fees and expenses of counsel incurred by PSI in enforcing any rights under this Guaranty, contract causes of action and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, fixed or otherwise including monetary debts or commitments incurred during the pendency of any Applicable Law relating to fraudulent conveyances bankruptcy, insolvency, receivership, or transfers) then the obligations other similar proceeding, regardless of each whether allowed or allowable in such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationsproceeding.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Holdings from the Extensions of Credit hereunder and any Hedging Agreement, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor Holdings hereby unconditionally and irrevocably jointly guarantees (and severally guarantees does hereby reconfirm its unconditional and irrevocable guaranty under the Original Holdings Guaranty as continued hereunder), as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of the Guaranteed Obligations owed of the Borrower to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Guaranteed Obligations become of the Borrower to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor Holdings unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersGuaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Guaranteed Creditors in collecting any of the Guarantied Credit Party Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding If a claim is ever made upon any provision Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the contrary contained herein aforesaid payees hereunder for the amount so repaid or in any other of the Credit Documents (a) recovered to the same extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for as if such amount had never originally been received by any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to induce the Lenders Issuer the obligation of the Seller to repurchase any defective Allied Mortgage Loan or Allied Participation pursuant to Section 4 of the 2 Mortgage Loan Purchase Agreement and Issuing Lenders the repurchase obligations of the Seller set forth in Article III of the Sale and Servicing Agreement (the "Obligations"). All payments to be made by the Guarantor hereunder shall be made when due, without set-off or counterclaim, to the Collection Account pursuant to Section 5.04 of the Sale and Servicing Agreement in United States dollars and in immediately available funds. The obligations of the Guarantor hereunder shall not be discharged, impaired or otherwise affected by (a) the failure of the Issuer to assert any claim or demand or to enforce any right or remedy against the Seller under the provisions of the Mortgage Loan Purchase Agreement, the Sale and Servicing Agreement or any document related thereto or otherwise; (b) any extension or renewal of any part of the Obligations; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Mortgage Loan Purchase Agreement, the Sale and Servicing Agreement or of any document related thereto; (d) the bankruptcy, insolvency or reorganization of the Seller; (e) the invalidity or unenforceability of any of the Obligations or (f) any other event which under law would discharge the obligations of a surety. The Guarantor acknowledges that the Issuer and the Indenture Trustee have been induced to enter into the Sale and Servicing Agreement in reliance on this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceableGuaranty. This Guaranty is shall be construed as a guaranty continuing, absolute and unconditional guarantee of payment and performance payment, and not of collection. Notwithstanding any provision to GUARANTOR HEREBY SPECIFICALLY AGREES THAT GUARANTOR SHALL NOT BE RELEASED FROM LIABILITY HEREUNDER BY ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY THE ISSUER OR ANY OF ITS RESPECTIVE AFFILIATES, EMPLOYEES, AGENTS OR REPRESENTATIVES, INCLUDING, WITHOUT LIMITATION, A NON-JUDICIAL SALE OF COLLATERAL UNDER ANY SECURITY AGREEMENT, MORTGAGE OR DEED OF TRUST THAT WOULD AFFORD THE SELLER OR THE GUARANTOR A DEFENSE BASED UPON THE LAWS (INCLUDING THE ANTI-DEFICIENCY LAWS) OF ANY STATE. GUARANTOR EXPRESSLY WAIVES (I) ANY DEFENSE TO THE RECOVERY OF A DEFICIENCY AGAINST THE SELLER OR THE GUARANTOR HEREUNDER AFTER SUCH NON-JUDICIAL SALE, NOTWITHSTANDING THAT SUCH SALE MAY RESULT IN A LOSS BY THE GUARANTOR OF THE RIGHT TO RECOVER FROM THE SELLER OF ANY SUCH DEFICIENCY AND (II) ALL SURETYSHIP DEFENSES THAT IT WOULD OTHERWISE HAVE UNDER THE LAWS OF ANY JURISDICTION. WITHOUT LIMITING THE FOREGOING, GUARANTOR UNDERSTANDS THAT IN THE ABSENCE OF THE WAIVERS MADE HEREIN, INCLUDING THOSE MADE IN THIS PARAGRAPH, THE GUARANTOR MIGHT HAVE A DEFENSE AGAINST AN ACTION BY THE ISSUER TO RECOVER A DEFICIENCY FROM THE GUARANTOR HEREUNDER FOLLOWING A NON-JUDICIAL FORECLOSURE SALE OF REAL PROPERTY OR OTHER COLLATERAL SECURING THE OBLIGATIONS, AND THE GUARANTOR IS SPECIFICALLY WAIVING THESE DEFENSES AND ALL OTHER DEFENSES. The Guarantor expressly agrees that the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable and remain liable for any reason (including, without limitation, because deficiency remaining after foreclosure of any Applicable Law relating security interest, whether or not the liability of the Seller for such deficiency is discharged pursuant to fraudulent conveyances statute or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationsjudicial decision.

The Guaranty. In order to induce the Lenders The Guarantor, jointly and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreementseverally, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally ------------ and irrevocably jointly and severally guarantees as primary obligor and not merely as surety guaranties to the Lender the full and prompt payment when dueand performance of all Liabilities (as defined below), whether upon maturity, by acceleration or otherwise, of any the Borrower to the Lender as evidenced by the Note, the Mortgage and Security Agreement and all Guarantied Credit Party Obligations owed to the Administrative Agentother documents and agreements relating to, or executed in connection with, the Lenders Note and the Issuing Lenders hereunder Mortgage and the Hedging Agreement Providers under Security Agreement, and any Hedging Agreement. If any interest or all of the Guarantied Credit Party Obligations become due and payable hereunder currency swap, future option or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agentother interest rate protection or similar agreement (collectively, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations"Loan Documents"). As used in -------------- this Section 9Guaranty, Guarantied Credit Party Obligations shall include "Liabilities" means an amount equal to the sum of: (i) all Guarantied Credit Party Obligations now----------- accrued but unpaid monthly payments of principal and interest payable under the Note, (ii) and obligations and liabilities of Borrower under any interest or hereafter madecurrency swap, incurred further option or createdother interest rate protection or similar agreement in connection with the Loan, whether voluntarily or involuntarily(iii) all unpaid real estate taxes, absolute or contingentassessments, liquidated or unliquidatedinsurance premiums, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished operating expenses in owning and thereafter increased or incurred, whether managing the Mortgaged Premises and other carrying costs payable by Borrower under the Mortgage and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitationsSecurity Agreement, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to (iv) the contrary contained herein or in any other entire unpaid principal balance of the Credit Documents (a) to Note, together with all interest, late charges, default interest and other charges due under the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (Note, and further including, without limitation, because all reasonable out-of-pocket costs, expenses, reasonable attorneys' fees and professionals' fees actually and reasonably incurred in the collection of the Liabilities and in any litigation arising from any Liabilities or this Guaranty or in the defense, protection, preservation and enforcement by the Lender of any Applicable Law relating to fraudulent conveyances rights, liens or transfers) then remedies against the obligations Borrower or in the defense, protection, preservation and enforcement of each such this Guaranty. All payments by the Guarantor hereunder shall be limited paid in lawful money of the United States of America. Each payment obligation or the Liabilities shall give rise to the maximum amount that is permissible under Applicable Law (includinga separate cause of action, without limitationand separate lawsuits may, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not but need not, be deemed to cover any Excluded Swap Obligationsbrought hereunder as each cause of action arises.

The Guaranty. In order Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to induce the Lenders and Issuing Lenders Borrower pursuant to enter into this the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement the other Loan Documents and to extend credit hereunder (v) the punctual and thereunder faithful performance, keeping, observance, and in recognition fulfillment by the Borrower of all of the direct benefits agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to be received collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Guarantors from the Extensions Borrower or any of Credit hereunder its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any Hedging Agreementapplicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in that this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any provision the foregoing or anything else contained in this Guaranty to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (includingcontrary, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty of Guaranteed Obligations of Apollo Global hereunder at any time shall not be deemed exceed the aggregate outstanding amount of intercompany debt owing by Apollo Global to cover any Excluded Swap Obligationsthe Borrower at such time.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging AgreementFor valuable consideration, each of the Guarantors undersigned (each a “Guarantor”) hereby agrees with unconditionally guarantees and promises to pay promptly to Bank of America, N.A., as administrative agent for the benefit of the hereinafter defined Lenders, its subsidiaries and affiliates (collectively, “Administrative Agent”), or order, in lawful money of the United States, any and all Indebtedness of Prospect Medical Holdings, Inc. and/or Prospect Medical Group (each a “Borrower”) to Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment or any Lender when due, whether upon at stated maturity, by upon acceleration or otherwise, and at all times thereafter. The liability of any and all Guarantied Credit Party Obligations owed Guarantor under this Guaranty is not limited as to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all principal amount of the Guarantied Credit Party Obligations become due Indebtedness guaranteed and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerincludes, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agentwithout limitation, the Lendersliability for all interest, the Issuing Lendersfees, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason indemnities (including, without limitation, because of any Applicable Law hazardous waste indemnities), and other costs and expenses relating to fraudulent conveyances or transfers) then arising out of the Indebtedness and for all swap, option, or forward obligations now or hereafter owing from Borrower to Administrative Agent or any Lender. The liability of each such Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor’s liability under any other guaranties signed by Guarantor. If multiple individuals or entities sign this Guaranty, their obligations under this Guaranty shall be joint and several. If Guarantor is a subsidiary or affiliate of Borrower, Guarantor’s liability hereunder shall be limited not exceed at any one time the largest amount during the period commencing with Guarantor’s execution of this Guaranty and thereafter that would not render Guarantor’s obligations hereunder subject to the maximum amount that is permissible avoidance under Applicable Law (including, without limitation, Section 548 of the Bankruptcy Code (Title 11, United States Code) or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationscomparable provisions of any applicable state law.

The Guaranty. In order Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to induce the Lenders Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of, and Issuing Lenders all amounts payable by, the Borrower or any other Loan Party owing to enter into this any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement (such agreement, a “Lender Swap Agreement” or “Lender Banking Services Agreement”, respectively, and such obligations and amounts under such Lender Swap Agreements being referred to as “Swap Obligations”), (iv) all other amounts payable by the Borrower or any other Loan Party under the Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement the other Loan Documents and to extend credit hereunder (v) the punctual and thereunder faithful performance, keeping, observance, and in recognition fulfillment by the Borrower of all of the direct benefits agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to be received collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Guarantors from the Extensions Borrower or any of Credit hereunder its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any Hedging Agreementapplicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Lender Swap Agreement, any Lender Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in that this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligations.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging AgreementEach Guarantor unconditionally guarantees, each of the Guarantors hereby agrees jointly with the Administrative Agent other Guarantors, and the Lenders and the Issuing Lenders severally, as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as a primary obligor and not merely as surety a surety: (i) the full due and prompt punctual payment when of all obligations under the Amended and Restated Convertible Notes whether now or hereafter due, whether upon maturity, by acceleration owing or otherwise, of incurred in any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or createdmanner, whether voluntarily or involuntarily, absolute actual or contingent, liquidated whether incurred solely or unliquidatedjointly with any other Person and whether as principal or surety (and including all liabilities in connection with any notes, determined bills or undeterminedother instruments accepted by any Holder in connection therewith), whether together in each case with all renewals, modifications, consolidations or not such Guarantied Credit Party Obligations are from time to time reducedextensions thereof, or extinguished and thereafter increased or incurred(ii) the due and punctual performance of all covenants, whether agreements, obligations and liabilities of the Borrower and the Guarantors may be liable individually Other Credit Parties under or jointly with others, whether or not recovery upon pursuant to the Amended and Restated Convertible Notes and the other Amended and Restated Convertible Note Documents (all such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, monetary and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceableother obligations being herein collectively referred to as the “Guaranteed Obligations”). This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision Anything contained in this Agreement to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (includingnotwithstanding, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (i) in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by such Guarantor hereunder or (B) has been pledged to, and is enforceable by, Collateral Agent for the benefit of the Collateral Agent or the Holders or and (ii) under any guaranty of Indebtedness subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Guarantor to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of the Borrower of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). In the event that any Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is permissible under Applicable Law (includingless than the total amount of the Guaranteed Obligations, without limitation, then it is understood and agreed that the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty portion of the Guaranteed Obligations for which such Guarantor is liable hereunder shall not be deemed the last portion of the Guaranteed Obligations to cover any Excluded Swap Obligationsbe repaid.

The Guaranty. In order For valuable consideration, the undersigned (whether one or more than one "Guarantor") hereby unconditionally guarantees and promises to induce the Lenders pay promptly to Bank of America, N.A., its subsidiaries and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and affiliates (collectively, "Bank"), or order, in recognition lawful money of the direct benefits United States, any and all Indebtedness (defined below) to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment Bank when due, whether upon at stated maturity, by upon acceleration or otherwise, and at all times thereafter. The liability of Guarantor under this Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities, and other costs and expenses relating to or arising out of the Indebtedness and for all swap, derivative, foreign exchange or hedge or other similar transaction or arrangement (“Swap Obligations”) now or hereafter owing from Advanced Energy Industries, Inc. ("Borrower") or any Guarantor to Bank. No Guarantor will be deemed to be a guarantor of any Swap Obligation to the extent that such Guarantor is not an Eligible Contract Participant at the time such guaranty becomes effective with respect to such Swap Obligations as set forth in the Commodities Exchange Act (7 U.S.C., Sec. 1, et. seq.). The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor's liability under any other guaranties signed by Guarantor. If multiple entities sign this Guaranty, their obligations under this Guaranty shall be joint and several. If multiple entities sign this Guaranty, each entity comprising Guarantor waives any rights it has or may have under C.R.S. § 00-00-000 or § 00-00-000 (or under any corresponding future statute or rule of law in any jurisdiction) by reason of any release of fewer than all of the parties comprising Guarantor. "Indebtedness" shall mean and includes (a) any and all Guarantied Credit Party Obligations owed to the Administrative Agentadvances, the Lenders debts, obligations and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any liabilities of Borrower previously, now or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter later made, incurred or created, whether voluntarily voluntary or involuntarilyinvoluntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether under that certain Loan Agreement dated as of the date hereof (as amended, restated, amended and restated, supplemented or not such Guarantied Credit Party Obligations are otherwise modified from time to time reducedtime, the “Loan Agreement”; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Loan Agreement) among Borrower and the Bank, (b) any and all advances, debts, obligations and liabilities of Borrower or extinguished any Guarantor previously, now or later made, incurred or created, whether voluntary or involuntary and thereafter increased however arising, whether due or incurrednot due, absolute or contingent, liquidated or unliquidated, determined or undetermined, arising under Swap Obligations and (c) obligations of Borrower or any Guarantor under any treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services, and whether the Borrower and the Guarantors or any Guarantor may be liable individually or jointly with others, or whether or not recovery upon such Guarantied Credit Party Obligations Indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise later becomes unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligations.

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

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit The Guarantor Security Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received Guaranty, duly executed by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demandDelphax Canada, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) such lien searches and Canadian personal property security interests registrations sufficient to perfect the extent security interests granted by the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) Security Agreement and (b) this such certificates and other evidence deemed appropriate by Lender to evidence the authorization by Delphax Canada of the execution, delivery and performance of the Guarantor Security Agreement and the Guaranty shall not and (c) such opinions of counsel as may be deemed necessary by the Lender. One or more amendments to cover the Canadian Credit Agreement and other documents related thereto to conform such documents to the amendments set forth in this Agreement. If necessary, one or more amendments to the loan documents evidencing the Borrowers and the Canadian Borrower's obligations to Whitebox to conform such documents to the amendments set forth in this Agreement. The Acknowledgement and Agreement of Subordinated Creditor, in the form attached hereto, duly executed by Whitebox. Payment of the fee described in Paragraph 13. Such other matters as the Lender may require. The Borrower has all requisite power and authority to execute this Amendment and any Excluded Swap Obligationsother agreements or instruments required hereunder and to perform all of its obligations hereunder, and this Amendment and all such other agreements and instruments has been duly executed and delivered by the Borrower and constitute the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms. The execution, delivery and performance by the Borrower of this Amendment and any other agreements or instruments required hereunder have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to the Borrower, or the articles of incorporation or by-laws of the Borrower, or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected. All of the representations and warranties contained in Article V of the Credit Agreement are correct on and as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date.

The Guaranty. In order Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to induce the Lenders and Issuing Lenders Borrower pursuant to enter into this the Credit Agreement, (ii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iii) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement the other Loan Documents and to extend credit hereunder (iv) the punctual and thereunder faithful performance, keeping, observance, and in recognition fulfillment by the Borrower of all of the direct benefits agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to be received collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create or include any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Guarantors from the Extensions Borrower or any of Credit hereunder its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any Hedging Agreementapplicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in that this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any provision to the contrary contained herein or in any other Each of the Credit Documents Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (a) but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent amount claimed had been recoverable on the obligations basis of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationsguaranty).

The Guaranty. In order Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to induce any Borrower pursuant to the Lenders and Issuing Lenders Credit Agreement, (ii) any obligations of any Borrower to enter into this reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition Borrower of all of the direct benefits agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents (all of the foregoing being referred to be received collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create or include any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the Guarantors holders from time to time of the Extensions Guaranteed Obligations being referred to collectively as the “Holders of Credit hereunder Guaranteed Obligations”). Upon (x) the failure by any Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any Hedging Agreementapplicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in that this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any provision to the contrary contained herein or in any other Each of the Credit Documents Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Company or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (a) but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent amount claimed had been recoverable on the obligations basis of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationsguaranty).

The Guaranty. In order Subject to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging AgreementSection 9 hereof, each of the Subsidiary Guarantors hereby agrees with the Administrative Agent absolutely and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety surety, the full and prompt punctual payment when due, (whether upon at stated maturity, by upon acceleration or early termination or otherwise, and at all times thereafter) and performance of the Obligations (with respect to the US Borrower, such Obligations in respect of which it is not a Borrower) including without limitation any such Obligations incurred or accrued during the pendency of any and all Guarantied Credit Party Obligations owed to the Administrative Agentbankruptcy, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any insolvency, receivership or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undeterminedother similar proceeding, whether or not allowed or allowable in such Guarantied proceeding (collectively, subject to the provisions of Section 9 hereof, being referred to collectively as the “Guaranteed Obligations”); provided that the “Guaranteed Obligations” shall exclude any Excluded Swap Obligations. Upon failure by the Parent or the US Borrower, as applicable, to pay punctually any such amount, each of the Subsidiary Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Lenders and, if applicable, their Affiliates, the amount not so paid at the place and in the manner specified in the Credit Party Obligations are from time to time reducedAgreement, any Note, or extinguished and thereafter increased the relevant Loan Document, Guaranteed Cash Management Agreement or incurredGuaranteed Hedge Agreement, whether as the Borrower and the Guarantors case may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceablebe. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding Each of the Subsidiary Guarantors waives any provision right to require the contrary contained herein or in Lender to xxx the Parent, the US Borrower, any other guarantor, or any other person obligated for all or any part of the Credit Documents (a) Guaranteed Obligations, or otherwise to enforce its payment against any collateral securing all or any part of the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Guaranteed Obligations.

The Guaranty. In order to induce the Lenders Agents, the Collateral Agent (and in the case of the Mortgages, the Real Property Collateral Agent), the Issuing Lenders, the Swingline Lender and the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder hereunder, and thereunder to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements, Designated Hedge Agreements and Designated Treasury Services Agreements in recognition of the direct and indirect benefits to be received by the Guarantors MLP from the Extensions proceeds of the Loans, the issuance of the Letters of Credit hereunder and any Hedging Agreementthe entering into of such Designated Interest Rate Protection Agreements, each of Designated Hedge Agreements and Designated Treasury Services Agreements, the Guarantors MLP hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders Guaranteed Creditors as follows: the Guarantor MLP hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of its Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Obligations become of the MLP to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor the MLP, unconditionally and irrevocably, promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, Agent and/or the Lenders, the Issuing Lenders, the Hedging Agreement Providersother Guaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, Agent and the Lenders, the Issuing Lenders or the Hedging Agreement Providers other Guaranteed Creditors in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any provision Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event the MLP agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the MLP, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Borrower, and the MLP shall be and remain liable to the contrary contained herein aforesaid payees hereunder for the amount so repaid or in any other of the Credit Documents (a) recovered to the same extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for as if such amount had never originally been received by any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to induce the Lenders and Issuing Lenders Borrower pursuant to enter into this the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement the other Loan Documents and to extend credit hereunder (v) the punctual and thereunder faithful performance, keeping, observance, and in recognition fulfillment by the Borrower of all of the direct benefits agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to be received collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Guarantors from Borrower or any of the Extensions of Credit hereunder other Loan Parties, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any Hedging Agreementapplicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in that this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any provision anything to the contrary contained herein or in this Guaranty, at no time shall (1) the issued and outstanding voting Equity Interests of any other Foreign Subsidiary that is not a Material Worldwide Subsidiary be security for the Guaranteed Obligations and (2) the issued and outstanding voting Equity Interests of any Affected Foreign Subsidiary in excess of the Credit Documents (a) to Applicable Foreign Subsidiary Pledge Percentage be security for the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Guaranteed Obligations.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging AgreementEach Guarantor unconditionally guarantees, each of the Guarantors hereby agrees jointly with the Administrative Agent other Guarantors, and the Lenders and the Issuing Lenders severally, as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as a primary obligor and not merely as surety a surety: (i) the full due and prompt punctual payment when of all obligations under the Convertible Notes whether now or hereafter due, whether upon maturity, by acceleration owing or otherwise, of incurred in any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or createdmanner, whether voluntarily or involuntarily, absolute actual or contingent, liquidated whether incurred solely or unliquidatedjointly with any other Person and whether as principal or surety (and including all liabilities in connection with any notes, determined bills or undeterminedother instruments accepted by any Holder in connection therewith), whether together in each case with all renewals, modifications, consolidations or not such Guarantied Credit Party Obligations are from time to time reducedextensions thereof, or extinguished and thereafter increased or incurred(ii) the due and punctual performance of all covenants, whether agreements, obligations and liabilities of the Borrower and the Guarantors may be liable individually Other Credit Parties under or jointly with others, whether or not recovery upon pursuant to the Convertible Notes and the other Convertible Note Documents (all such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, monetary and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceableother obligations being herein collectively referred to as the “Guaranteed Obligations”). This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision Anything contained in this Agreement to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (includingnotwithstanding, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (i) in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by such Guarantor hereunder or (B) has been pledged to, and is enforceable by, Collateral Agent for the benefit of the Collateral Agent or the Holders or and (ii) under any guaranty of Indebtedness subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Guarantor to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of the Borrower of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). In the event that any Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is permissible under Applicable Law (includingless than the total amount of the Guaranteed Obligations, without limitation, then it is understood and agreed that the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty portion of the Guaranteed Obligations for which such Guarantor is liable hereunder shall not be deemed the last portion of the Guaranteed Obligations to cover any Excluded Swap Obligationsbe repaid.

The Guaranty. In order to induce the Lenders Each Guarantor, jointly and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreementseverally, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally irrevocably, until the Termination Date (or such earlier date such Guarantor is released from this Guaranty in accordance with Section 18), guarantees as primary obligor and not merely as surety the full and prompt payment when duedue and performance, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of its Guaranteed Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Guaranteed Obligations become becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor such Guarantor, unconditionally and irrevocably, jointly and severally, promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative AgentAgent and/or the other Guaranteed Creditors, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective on order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, Agent and the Lenders, the Issuing Lenders or the Hedging Agreement Providers other Guaranteed Creditors in collecting any of the Guarantied Guaranteed Obligations, subject to any applicable limitations set forth in Section 13.01 of the Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceableAgreement. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any provision to Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the contrary contained herein Guaranteed Obligations and any of the aforesaid payees repays all or in part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower or any other Guaranteed Party), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Credit Documents (a) to the extent the obligations of a Borrower or any other Guaranteed Party, and such Guarantor shall be adjudicated and remain liable to be invalid the aforesaid payees hereunder for the amount so repaid or unenforceable for recovered to the same extent as if such amount had never originally been received by any reason (including, without limitation, because such payee. No failure or delay on the part of any Applicable Law relating Guaranteed Creditor in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Guaranteed Creditor would otherwise have. Except as otherwise required hereby or by any other Credit Document, no notice to fraudulent conveyances or transfers) then the obligations of each demand on any Guarantor in any case shall entitle such Guarantor hereunder shall be limited to any other further notice or demand in similar or other circumstances or constitute a waiver of the maximum amount that is permissible under Applicable Law (including, rights of any Guaranteed Creditor to any other or further action in any circumstances without limitation, the Bankruptcy Code notice or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationsdemand.

The Guaranty. In order The Guarantor hereby unconditionally guarantees the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations (other than the Excluded Swap Obligations) of Direct, including, without limitation, (i) the principal of and interest on the Term Loan made to induce Direct pursuant to the Lenders and Issuing Lenders to enter into this Credit Agreement, (ii) all obligations of Direct owing under any Related Swap Agreement, (iii) all other amounts payable by Direct or any other Credit Party under the Credit Agreement, any Related Swap Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement the other Loan Documents and to extend credit hereunder (iv) the punctual and thereunder faithful performance, keeping, observance, and in recognition fulfillment by Direct of all of the direct benefits to be received by agreements, conditions, covenants, and obligations of Direct contained in the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each Loan Documents (all of the Guarantors hereby agrees with foregoing (other than, for the avoidance of doubt, the Excluded Swap Obligations) being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations (including the Administrative Agent) being referred to collectively as the “Holders of Obligations”). For the avoidance of doubt, Guaranteed Obligations shall include any amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code. Any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Guarantor or Direct (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantor, the Administrative Agent and the Lenders and Holders of the Issuing Lenders as follows: Obligations that the Guaranteed Obligations should be determined without regard to any rule of law or order that may relieve the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, Direct of any portion of such Guaranteed Obligations. Upon (x) the failure by Direct or any other Credit Party, as applicable, to pay punctually any such amount or perform such obligation, and all Guarantied Credit Party Obligations owed to the Administrative Agent(y) such failure continuing beyond any applicable grace or notice and cure period, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to agrees that it shall forthwith on demand pay such Guarantied amount or perform such obligation at the place and in the manner specified in the Credit Party Obligations to the Administrative AgentAgreement, the Lenders, the Issuing Lenders, the Hedging any Related Swap Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of relevant Loan Document, as the Guarantied Credit Party Obligationscase may be. As used in The Guarantor hereby agrees that this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent The Guarantor hereby agrees that the obligations of a the Guarantor shall be adjudicated to be invalid or unenforceable for any reason (includinghereunder are those of primary obligor, without limitationand not merely as surety, because and are independent of any Applicable Law relating to fraudulent conveyances or transfers) then the Obligations and the obligations of each such any other guarantor, and a separate action may be brought against the Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) enforce this Guaranty shall not be deemed to cover any Excluded Swap ObligationsGuaranty.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the (a) Each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees to Lender as primary obligor and not merely as surety surety, the full and prompt payment of the Obligations in full when due, due (whether upon at stated maturity, as a mandatory prepayment, by acceleration acceleration, or otherwise) strictly in accordance with the terms thereof (the undertaking by each Guarantor under this Article XIII being, as amended from time to time, the “Facility Guaranty”). Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, or otherwise), Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, or otherwise) in accordance with the terms of such extension or renewal (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because the fees and expenses of counsel) incurred by Lender in enforcing any rights under this Facility Guaranty or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party or other guarantor to Lender under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of any Applicable Law relating to fraudulent conveyances insolvency proceeding involving such other Loan Party or transfersother guarantor. (b) then Each Guarantor and Xxxxxx, hereby confirms that it is the intention of such Persons that this Facility Guaranty and the obligations of each such Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Voidable Transactions Act, or any similar law to the extent applicable to this Facility Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, each Guarantor and Lender hereby irrevocably agree that such Guaranteed Obligations and other liabilities shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each Guarantor that is permissible are relevant under Applicable Law (includingthe laws referred to in the first sentence hereof, without limitationand after giving effect to any collections from, any rights to receive contributions from, or payments made by or on behalf of, any other Loan Party or other guarantor in respect of the Bankruptcy Code or its nonObligations under any Loan Document, result in the Guaranteed Obligations and all other DIP Loan and Security Agreement 0000-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligations.0000-0000 v.3.docx

The Guaranty. In order For valuable consideration, the undersigned (“Guarantor”) hereby unconditionally guarantees and promises to induce the Lenders pay promptly to Bank of America, N.A., its subsidiaries and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and affiliates (collectively, “Bank”), or order, in recognition lawful money of the direct benefits United States, any and all Indebtedness of CONTINUCARE CORPORATION, a Florida corporation and CONTINUCARE MDHC, LLC, a Florida limited liability company (collectively, “Borrower”), to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment Bank when due, whether upon at stated maturity, by upon acceleration or otherwise, and at all times thereafter. The liability of any and all Guarantied Credit Party Obligations owed Guarantor under this Guaranty is not limited as to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all principal amount of the Guarantied Credit Party Obligations become due Indebtedness guaranteed and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerincludes, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agentwithout limitation, the Lendersliability for all interest, the Issuing Lendersfees, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason indemnities (including, without limitation, because of any Applicable Law hazardous waste indemnities), and other costs and expenses relating to fraudulent conveyances or transfers) then arising out of the Indebtedness and for all Swap Obligations now or hereafter owing from Borrower to Bank. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor’s liability under any other guaranties signed by Guarantor. If multiple individuals or entities sign this Guaranty, their obligations under this Guaranty shall be joint and several. If Guarantor is a subsidiary or affiliate of each such Guarantor Borrower, Guarantor’s liability hereunder shall be limited not exceed at any one time the largest amount during the period commencing with Guarantor’s execution of this Guaranty and thereafter that would not render Guarantor’s obligations hereunder subject to the maximum amount that is permissible avoidance under Applicable Law (including, without limitation, Section 548 of the Bankruptcy Code (Title 11, United States Code) or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationscomparable provisions of any applicable state law.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally unconditionally, absolutely and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment and performance of all Indebtedness of Borrower to Lender when due, whether upon at stated maturity, by upon acceleration or otherwise, and at all times thereafter. The liability of any and all Guarantied Credit Party Obligations owed Guarantor under this Guaranty is not limited as to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all principal amount of the Guarantied Credit Party Obligations become due Indebtedness guaranteed and payable hereunder includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and other costs and expenses relating to or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any arising out of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, Indebtedness now or hereafter madeowing from Borrower to Lender. The liability of Guarantor is continuing and relates to any Indebtedness, incurred including that arising under successive transactions which shall either continue the Indebtedness or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reducedrenew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, or extinguished and the liability of Guarantor under this Guaranty is exclusive of Guarantor’s liability under any other guaranties signed by Guarantor. Guarantor’s liability hereunder shall not exceed at any one time the largest amount during the period commencing with Guarantor’s execution of this Guaranty and thereafter increased that would not render Guarantor’s obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute comparable provisions of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceableany applicable state law. This Guaranty is a guaranty of payment and performance when due and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligations.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Company from the Extensions of Credit hereunder and any Hedging Agreement, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor Company hereby unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of the Guaranteed Obligations owed of each Designated Subsidiary Borrower to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Guaranteed Obligations become of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor the Company unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersGuaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Guaranteed Creditors in collecting any of the Guarantied Credit Party Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding If a claim is ever 77 made upon any provision Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of each Designated Subsidiary Borrower, and the Company shall be and remain liable to the contrary contained herein aforesaid payees hereunder for the amount so repaid or in any other of the Credit Documents (a) recovered to the same extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for as if such amount had never originally been received by any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract with the Borrower, and the Administrative Agent as hereinafter provided, as primary obligor and not merely as surety surety, the full and prompt payment of the Obligations in full when due, due (whether upon at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise, of any and all Guarantied Credit Party Obligations owed to ) strictly in accordance with the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreementterms thereof. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting The Guarantors hereby further agree that if any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reducednot paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or extinguished and thereafter increased or incurredotherwise), whether the Borrower and the Guarantors may be liable individually will, jointly and severally, promptly pay the same, without any demand or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitationsnotice whatsoever, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty that in the case of any extension of time of payment and performance and not or renewal of collectionany of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Loan Documents or Swap Contracts, (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such Guarantor hereunder obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law, (b) if Denver and its Subsidiaries are required to become Guarantors pursuant to Section 7.04 prior to the time, if any, that Denver becomes a Wholly Owned Subsidiary, the liability of Denver and its Subsidiaries pursuant to this Article IV (and the Pledge Agreement) on any day shall be limited to the unpaid principal amount of the Master Intercompany Note on, and accrued and unpaid interest and fees thereunder as of, such day, (c) the liability of Los Angeles Daily News pursuant to this Article IV shall be limited to the maximum amount permitted under the Greenco Option Agreement as in effect on the Closing Date and (d) prior to the time, if any, that the California Partnership, the York JOA, MNG/Power One Media Holding Company, Inc., the Salt Lake JOA or any of their respective Subsidiaries (including Persons which become Subsidiaries after the Closing Date pursuant to a Permitted Investment) becomes a Wholly Owned Subsidiary, such Person shall not be required to Guarantee all or any portion of the Obligations. Upon the contribution of assets by K-T to the New Salt Lake JOA (or a Subsidiary thereof) in accordance with the terms of Section 8.06(b) or the contribution of all or substantially all of the Capital Stock or assets of Los Angeles Daily News or Long Beach Publishing Company to the California Partnership (or a Subsidiary thereof) in accordance with the terms of Section 8.06(c), the Administrative Agent shall deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is permissible under Applicable Law reasonably necessary to evidence the release of the Administrative Agent's security interest, if any, in such assets or Capital Stock (including, without limitation, amendments or terminations of UCC financing statements, if any, the Bankruptcy Code or its non-U.S. equivalentreturn of stock certificates, if any) and (b) the release of K-T, Los Angeles Daily News or Long Beach Publishing Company, as applicable, from all of its obligations under this Guaranty shall not be deemed to cover any Excluded Swap ObligationsArticle IV and the Pledge Agreement.

The Guaranty. In order Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations (other than the Excluded Swap Obligations), including, without limitation, (i) the principal of and interest on the Term Loan made to induce any Borrower pursuant to the Lenders and Issuing Lenders to enter into this Credit Agreement, (ii) all obligations of any Borrower owing under any Related Swap Agreement, (iii) all other amounts payable by the Borrowers or any other Credit Party under the Credit Agreement, any Related Swap Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement the other Loan Documents and to extend credit hereunder (iv) the punctual and thereunder faithful performance, keeping, observance, and in recognition fulfillment by the Borrowers of all of the direct benefits agreements, conditions, covenants, and obligations of the Borrowers contained in the Loan Documents (all of the foregoing (other than, for the avoidance of doubt, the Excluded Swap Obligations) being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations (including the Administrative Agent) being referred to collectively as the “Holders of Obligations”). For the avoidance of doubt, Guaranteed Obligations shall include any amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code. Any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of any Guarantor or any Borrower (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceeding had not been commenced) shall be received by included in the Guaranteed Obligations because it is the intention of the Guarantors, the Administrative Agent and the Holders of the Obligations that the Guaranteed Obligations should be determined without regard to any rule of law or order that may relieve the Guarantors from or the Extensions Borrowers of any portion of such Guaranteed Obligations. Upon (x) the failure by any Borrower or any other Credit hereunder Party, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any Hedging Agreementapplicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Related Swap Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in that this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any provision to the contrary contained herein or in any other Each of the Credit Documents (a) to the extent Guarantors hereby agrees that the obligations of a such Guarantor shall be adjudicated to be invalid or unenforceable for any reason (includinghereunder are those of primary obligor, without limitationand not merely as surety, because and are independent of any Applicable Law relating to fraudulent conveyances or transfers) then the Obligations and the obligations of each any other guarantor, and a separate action may be brought against such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) enforce this Guaranty shall not be deemed to cover any Excluded Swap ObligationsGuaranty.

The Guaranty. In order Each of the Guarantors hereby unconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to induce the Lenders and Issuing Lenders Borrower pursuant to enter into this the Credit Agreement and (including any Hedging Agreement Provider interest that accrues after the commencement of any case, proceeding or other action relating to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition the bankruptcy, insolvency or reorganization of the direct benefits to be received Borrower or any Guarantor (or would accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such proceeding) and (ii) the punctual and faithful performance, keeping, observance, and fulfillment by the Guarantors Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Extensions Guaranteed Obligations being referred to collectively as the “Holders of Credit hereunder Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any Hedging Agreementobligations arising from Permitted Bond Xxxxxx and Structured Repurchases and all other amounts payable under any Permitted Bond Xxxxxx and Structured Repurchases shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in that this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligations.

The Guaranty. In order to induce the Lenders and Issuing Lenders Banks to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging ------------ Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Holdings from the Extensions of Credit hereunder and any Hedging Agreement, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders Banks as follows: the Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of the Guaranteed Obligations owed of the Borrower to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Guaranteed Obligations become of the Borrower to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor Holdings unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersGuaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Guaranteed Creditors in collecting any of the Guarantied Credit Party Guaranteed Obligations. As used If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Section 9Guaranty or other instrument evidencing any liability of the Borrower, Guarantied Credit Party Obligations and Holdings shall include all Guarantied Credit Party Obligations now, be and remain liable to the aforesaid payees hereunder for the amount so repaid or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not recovered to the same extent as if such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred amount had never originally been received by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order to induce the Lenders and Issuing Lenders Banks to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by Holdings and Parent (each a "Parent Guarantor" and collectively, the Guarantors "Parent Guarantors") from the Extensions proceeds of Credit hereunder and any Hedging Agreementthe Loans, each of the Guarantors Parent Guarantor hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders Banks as follows: the each Parent Guarantor hereby jointly and severally unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of the Guaranteed Obligations owed of the Borrower to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Guaranteed Obligations become of the Borrower to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Parent Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersGuaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Guaranteed Creditors in collecting any of the Guarantied Credit Party Guaranteed Obligations. As used If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body hav ing jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event each Parent Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon each Parent Guarantor, notwithstanding any revocation of this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, Guaranty or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether any other instrument evidencing any liabil ity of the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitationsBorrower, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a each Parent Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited and remain liable to the maximum aforesaid payees hereunder for the amount that is permissible under Applicable Law (including, without limitation, so repaid or recovered to the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover same extent as if such amount had never originally been received by any Excluded Swap Obligationssuch payee.

The Guaranty. In order (a) Subject to induce the Lenders Sections 2(b) and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement2(c) below, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Subsidiary Guarantor hereby unconditionally and irrevocably jointly and severally hereby irrevocably and unconditionally guarantees to the Note Purchasers and each holder the due and punctual payment in full of (i) the principal of, Make-Whole Amount, if any, and interest on, and any other amounts due under, the Notes when and as primary obligor the same shall become due and not merely as surety the full and prompt payment when due, payable (whether upon maturity, at stated maturity or by required or optional prepayment or repurchase or by acceleration or otherwise, ) and (ii) any other sums which may become due under the terms and provisions of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders Note Purchase Agreement and the Issuing Lenders hereunder Notes (all such obligations described in clauses (i) and (ii) above are herein called the Hedging Agreement Providers under any Hedging Agreement“Guaranteed Obligations”). If any or all of The guaranty in the Guarantied Credit Party Obligations become due preceding sentence is an absolute, present and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a continuing guaranty of payment and performance and not of collectioncollectability and is in no way conditional or contingent upon any attempt to collect from the Company, the Parent Guarantor or any other Person or upon any other action, occurrence or circumstance whatsoever. Notwithstanding In the event that the Company shall fail so to pay any provision of such Guaranteed Obligations, each Subsidiary Guarantor jointly and severally agrees to pay the same when due to the contrary contained herein holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, at the place for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of the principal of, Make-Whole Amount, if any, or interest on, or any other amount due under, the Notes shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Subsidiary Guarantor jointly and severally hereby agrees that the Credit Documents Notes issued in connection with the Note Purchase Agreement make reference to this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor jointly and severally hereby agrees to pay and to indemnify and save the holders harmless from and against any damage, loss, cost or expense (aincluding reasonable attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (i) any breach by any Subsidiary Guarantor, the extent Parent Guarantor or by the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because Company of any Applicable Law relating to fraudulent conveyances warranty, covenant, term or transfers) then condition in, or the obligations occurrence of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (includingany default under, without limitationthis Subsidiary Guaranty Agreement, the Bankruptcy Code Parent Guaranty Agreement, the Notes or its non-U.S. equivalent) the Note Purchase Agreement, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, and (bii) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty shall not be deemed to cover any Excluded Swap ObligationsAgreement, the Parent Guaranty Agreement, the Notes or the Note Purchase Agreement.

The Guaranty. In order For valuable consideration, the undersigned ("Guarantor") hereby unconditionally guarantees and promises to induce the Lenders pay promptly to BANK OF AMERICA, N.A., its subsidiaries and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and affiliates (collectively, "Bank"), or order, in recognition lawful money of the direct benefits United States, any and all Indebtedness of DAL GROUP, LLC, a Delaware limited liability company ("Borrower"), to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment Bank when due, whether upon at stated maturity, by upon acceleration or otherwise, and at all times thereafter until the Indebtedness is paid in full and the Bank has no further funding obligations thereunder. The liability of any and all Guarantied Credit Party Obligations owed Guarantor under this Guaranty is not limited as to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all principal amount of the Guarantied Credit Party Obligations become due Indebtedness guaranteed and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerincludes, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agentwithout limitation, the Lendersliability for all interest, the Issuing Lendersfees, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason indemnities (including, without limitation, because of any Applicable Law hazardous waste indemnities), and other costs and expenses relating to fraudulent conveyances or transfers) then arising out of the Indebtedness and for all Swap Obligations now or hereafter owing from Borrower to Bank, if any. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor's liability under any other guaranties signed by Guarantor. If multiple individuals or entities sign this Guaranty, their obligations under this Guaranty shall be joint and several. If Guarantor is a subsidiary or affiliate of each such Guarantor Borrower, Guarantor's liability hereunder shall be limited not exceed, at any one time, the largest amount during the period commencing with Guarantor's execution of this Guaranty and thereafter that would not render Guarantor's obligations hereunder subject to the maximum amount that is permissible avoidance under Applicable Law (including, without limitation, Section 548 of the Bankruptcy Code (Title 11, United States Code) or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationscomparable provisions of any applicable state law.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees to each Lender, the L/C Issuer, each Swap Bank, each Treasury Management Bank, the Administrative Agent, and each other holder of the Obligations as hereinafter provided, as primary obligor and not merely as surety surety, the full and prompt payment of all Obligations in full when due, due (whether upon at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof (for each Guarantor, of any and all Guarantied Credit Party Obligations owed subject to the Administrative Agentproviso in this sentence, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under its “Guaranteed Obligations”); provided, however, that with respect to any Hedging Agreement. If any Foreign Subsidiary that has been a direct or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerindirect Subsidiary for less than one year, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations Foreign Subsidiary’s guaranty shall be limited to the Administrative Agent, Canadian Obligations until the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting date such Foreign Subsidiary has been a Subsidiary for one year. The Guarantors hereby further agree that if any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Guaranteed Obligations are from time to time reducednot paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or extinguished and thereafter increased or incurredotherwise), whether the Borrower and the Guarantors may be liable individually will, jointly and severally, promptly pay the same, without any demand or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitationsnotice whatsoever, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty that in the case of any extension of time of payment and performance and not or renewal of collectionany of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Loan Documents, Secured Swap Agreements or Secured Treasury Management Agreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents (a) shall be 112 limited to an aggregate amount equal to the extent largest amount that would not render such obligations subject to avoidance under the obligations Debtor Relief Laws or any comparable provisions of any applicable state law or other applicable Law and (ii) the Guaranteed Obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover exclude any Excluded Swap ObligationsObligations with respect to such Guarantor.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees to each Lender and the Administrative Agent as hereinafter provided, as primary obligor and not merely as surety surety, the full and prompt payment of the Obligations in full when duedue (whether at stated maturity, whether upon maturityas a mandatory prepayment, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to ) strictly in accordance with the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreementterms thereof. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting The Guarantors hereby further agree that if any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Additionally, the Company guarantees to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower each Lender and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations of the Guarantors may be liable individually in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or jointly otherwise) strictly in accordance with othersthe terms thereof. The Company hereby further agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, whether as a mandatory prepayment, by acceleration or not recovery upon such Guarantied Credit Party Obligations may be otherwise), the Company will promptly pay the same, without any demand or hereafter become barred by any statute of limitationsnotice whatsoever, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty that in the case of any extension of time of payment and performance and not or renewal of collectionany of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (includingDocuments, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder under this Agreement and the other Credit Documents shall be limited to an aggregate amount equal to the maximum largest amount that is permissible would not render such obligations subject to avoidance under Applicable Law (including, without limitation, the Bankruptcy Code Debtor Relief Laws or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationscomparable provisions of any applicable state law.

The Guaranty. In order to induce the each of the Agents, the Collateral Agent, the Issuing Lenders and Issuing the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder hereunder, and thereunder to induce the other Guaranteed Creditors to enter into Swap Agreements, and in recognition of the direct benefits to be received by the Guarantors Holdings from the Extensions proceeds of the Loans, the issuance of the Letters of Credit hereunder and any Hedging Agreementthe entering into of such Swap Agreements, each of the Guarantors Holdings hereby agrees with the Administrative Agent primary, absolute and the Lenders and the Issuing Lenders unconditional, as follows: the Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party of the Holdings Guaranteed Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Party Holdings Guaranteed Obligations become to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor Holdings unconditionally and irrevocably promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersGuaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Guaranteed Creditors in collecting any of the Guarantied Credit Party Holdings Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Holdings Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding This Holdings Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any provision Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Holdings Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers and any other Holdings Guaranteed Party), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of either Borrower or any other Holdings Guaranteed Party, and Holdings shall be and remain liable to the contrary contained herein aforesaid payees hereunder for the amount so repaid or in any other of the Credit Documents (a) recovered to the same extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for as if such amount had never originally been received by any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition Each of the direct benefits Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, to be received the Trustee and each Holder of a Note, the full and punctual payment and performance when due (whether at stated maturity, acceleration or otherwise) of (i) the principal of, premium, if any, on, and interest on, the Notes, and interest on the overdue principal of, premium, if any, on, and interest on, the Notes, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes or the Indenture, all in accordance with the terms hereof, (ii) all of the agreements, conditions, covenants, and obligations of the Issuer contained in the Notes or the Indenture, (iii) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing, and (iv) all expenses, including, without limitation, attorneys’ fees and disbursements, that are incurred by the Guarantors from Trustee or the Extensions Holders in the enforcement of Credit hereunder any of the foregoing or any obligation of such Guarantor hereunder, (all of the foregoing being herein referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Issuer, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and any Hedging Agreementcure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Notes, the Indenture or the relevant other Guaranteed Document, as the case may be. Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in that this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection, and a debt of each Guarantor for its own account. Notwithstanding Accordingly, the Holders shall not be obligated or required before enforcing this Guaranty against any provision to the contrary contained herein or in any other of the Credit Documents Guarantor: (a) to pursue any right or remedy the extent Holders may have against the obligations Issuer, each Guarantor, and each other Person who guarantees all or a portion of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason the Notes (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitationcollectively, the Bankruptcy Code “Note Parties”) or its non-U.S. equivalent) and any other Person or commence any suit or other proceeding against the Issuer, any other Note Party or any other Person in any court or other tribunal; or (b) this Guaranty shall not be deemed to cover make any Excluded Swap Obligationsclaim in a liquidation or bankruptcy of the Issuer, any other Note Party or any other Person.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging AgreementEach Guarantor unconditionally guarantees, each of the Guarantors hereby agrees jointly with the Administrative Agent other Guarantors, and the Lenders and the Issuing Lenders severally, as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as a primary obligor and not merely as surety a surety: (x) the full due and prompt punctual payment when of all Second Lien Credit Obligations of the Borrower whether now or hereafter due, whether upon maturity, by acceleration owing or otherwise, of incurred in any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or createdmanner, whether voluntarily or involuntarily, absolute actual or contingent, liquidated whether incurred solely or unliquidatedjointly with any other Person and whether as principal or surety (and including all liabilities in connection with any notes, determined bills or undetermined, whether or not such Guarantied other instruments accepted by any Credit Party Obligations are from time to time reducedin connection therewith), together in each case with all renewals, modifications, consolidations or extinguished extensions thereof, and thereafter increased or incurred(y) the due and punctual performance of all covenants, whether agreements, obligations and liabilities of Holdings, the Borrower and the Guarantors may be liable individually Other Loan Parties under or jointly with others, whether or not recovery upon pursuant to the Loan Documents (all such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, monetary and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceableother obligations being herein collectively referred to as the “Guaranteed Obligations”). This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision Anything contained in this Agreement to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (includingnotwithstanding, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Subsidiary Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Subsidiary Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor (i) in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by such Subsidiary Guarantor hereunder or (B) has been pledged to, and is enforceable by, the Collateral Agent on behalf of the Credit Parties and (ii) under any guaranty of Indebtedness subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Subsidiary Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Subsidiary Guarantor to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Subsidiary Guarantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among such Subsidiary Guarantor and other Affiliates of the Borrower of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). If any Subsidiary Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is permissible under Applicable Law (includingless than the total amount of the Guaranteed Obligations, without limitation, then it is understood and agreed that the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty portion of the Guaranteed Obligations for which such Subsidiary Guarantor is liable hereunder shall not be deemed the last portion of the Guaranteed Obligations to cover any Excluded Swap Obligationsbe repaid.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees with the other Guarantors guarantees, as a primary obligor and not merely as a surety to each Secured Party and their respective permitted successors and assigns, the full and prompt payment in full when duedue (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement, in each case strictly in accordance with the terms thereof (such obligations, including any future increases in the amount thereof, being herein collectively called the “Guaranteed Obligations”); provided, however, that Guaranteed Obligations consisting of obligations of any Loan Party arising under any Secured Hedge Agreement shall exclude all Excluded Swap Obligations. The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether upon at stated maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting ) any of the Guarantied Credit Party Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually will promptly pay the same in cash, without any demand or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitationsnotice whatsoever, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty that in the case of any extension of time of payment and performance and not or renewal of collectionany of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Credit Documents Commodity Exchange Act, as amended at the time (ai) to the extent the obligations of any transaction is entered into under a Specified Hedging Agreement or (ii) such Guarantor becomes a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (includinghereunder, without limitation, because the Guaranteed Obligations of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to not include (x) in the maximum amount that is permissible under Applicable Law case of clause (includingi) above, without limitation, the Bankruptcy Code or its non-U.S. equivalent) such transaction and (by) this Guaranty shall not be deemed to cover in the case of clause (ii) above, any Excluded Swap Obligationstransactions under Specified Hedging Agreements as of such date.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging AgreementThe Guarantor unconditionally guarantees, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as a primary obligor and not merely as a surety the full due and prompt punctual payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers amounts due under or in connection with any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demandGuaranteed Document, together with any all renewals, modifications, consolidations or extensions thereof and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, whether now or hereafter madedue, owing or incurred or createdin any manner, whether voluntarily or involuntarily, absolute actual or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually incurred solely or jointly with othersany other Person and whether as principal or surety (and including all liabilities in connection with any notes, whether bills or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred other instruments accepted by any statute of limitationsGuaranteed Finance Party in connection therewith), and whether together in each case with all renewals, modifications, consolidations or not extensions thereof (all such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceableobligations being herein collectively referred to as the “Guaranteed Obligations”). This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision Anything contained in this Agreement to the contrary contained herein or in any other of the Credit Documents (a) to the extent notwithstanding, the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render the Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state Law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of the Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Guarantor (i) in respect of intercompany indebtedness to any other Group Obligor or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by the Guarantor hereunder or (B) has been pledged to, and is enforceable by, the Security Agent on behalf of the Guaranteed Finance Parties and (ii) under any guaranty of Debt subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of the Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of the Guarantor to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of the Guarantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among the Guarantor and any other Group Obligor and its Affiliates of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). If the Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is permissible under Applicable Law (includingless than the total amount of the Guaranteed Obligations, without limitation, then it is understood and agreed that the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty portion of the Guaranteed Obligations for which the Guarantor is liable hereunder shall not be deemed the last portion of the Guaranteed Obligations to cover any Excluded Swap Obligationsbe repaid.

The Guaranty. In order Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to induce the Lenders and Issuing Lenders Borrower pursuant to enter into this the Credit Agreement, (ii) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement the other Loan Documents and to extend credit hereunder (iii) the punctual and thereunder faithful performance, keeping, observance, and in recognition fulfillment by the Borrower of all of the direct benefits agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to be received collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Guarantors from the Extensions Borrower or any of Credit hereunder its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any Hedging Agreementapplicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in that this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any other provision to of this Guaranty, the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of amount guaranteed by each such Guarantor hereunder shall be limited to the maximum amount extent, if any, required so that is permissible its obligations hereunder shall not be subject to avoidance under Applicable Law (including, without limitation, Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower or any of its non-U.S. equivalent) and (b) Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a guaranty). Notwithstanding anything to the contrary in any Loan Document, the guarantee provided by each of Microchip Technology LLC and Silicon Storage Technology LLC, so long as each remains a Foreign Sub Holdco, shall not be deemed without recourse to cover any Excluded Swap Obligationsvoting Equity Interests in excess of 65%, in the aggregate, of Microchip Technology Malta Limited.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Intermediate Holdings from the Extensions proceeds of the Loans to be incurred by the Guaranteed Parties and the issuance of the Letters of Credit hereunder and any Hedging Agreement, each for the account of the Guarantors Guaranteed Parties, Intermediate Holdings hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders Guaranteed Creditors as follows: the Guarantor Intermediate Holdings hereby unconditionally and irrevocably jointly and severally guarantees guarantees, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit of the Guaranteed Obligations of each Guaranteed Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging AgreementGuaranteed Creditors. If any or all of the Guarantied Credit Guaranteed Obligations of any Guaranteed Party Obligations become to the Guaranteed Creditors becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Providerhereunder, each Guarantor Intermediate Holdings unconditionally promises to pay such Guarantied Credit Party Obligations indebtedness to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement ProvidersGuaranteed Creditors, or their respective order, or on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers Guaranteed Creditors 118 in collecting any of the Guarantied Credit Party Guaranteed Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Intermediate Holdings Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding If a claim is ever made upon any provision Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event Intermediate Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Intermediate Holdings, notwithstanding any revocation of this Intermediate Holdings Guaranty or any other instrument evidencing any liability of any Guaranteed Party, and Intermediate Holdings shall be and remain liable to the contrary contained herein aforesaid payees hereunder for the amount so repaid or in any other of the Credit Documents (a) recovered to the same extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for as if such amount had never originally been received by any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including, without limitation, the Bankruptcy Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationspayee.

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Each Corporate Guarantor hereby unconditionally and irrevocably jointly and severally guarantees to Lender, as primary obligor and not merely as surety surety, the full and prompt payment and performance of the Obligations in full when duedue (whether at stated maturity, whether upon maturityas a mandatory prepayment, by acceleration or otherwise, of any and all Guarantied Credit Party Obligations owed to ) strictly in accordance with the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreementterms thereof. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Each Corporate Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting hereby further agrees that if any of the Guarantied Credit Party Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), each Corporate Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal (collectively, the “Guaranteed Obligations”). As used in Subject to Section 11.06 and the last sentence of this Section 911.01 below, Guarantied Credit Party each Corporate Guarantor hereby jointly and severally agrees, in furtherance of the foregoing and not in limitation of any other right which Lender may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of any Guaranteed Obligations to be paid when and as the same shall include all Guarantied Credit Party Obligations nowbecome due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), each Corporate Guarantor will, upon demand pay, or hereafter madecause to be paid, incurred or createdin cash, whether voluntarily or involuntarilyto Lender, absolute or contingentan amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, liquidated or unliquidatedaccrued and unpaid interest on such Guaranteed Obligations (including interest which, determined or undeterminedbut for any Borrower becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against such Guarantied Credit Party Borrower for such interest in the related bankruptcy case) and all other Guaranteed Obligations are from time then owed to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collectionLender as aforesaid. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to Loan Documents, the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations Guaranteed Obligations of each such Corporate Guarantor hereunder under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the maximum largest amount that is permissible would not render such obligations subject to avoidance under Applicable Law (including, without limitation, the Bankruptcy Code Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or its non-U.S. equivalent) similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligationsaffecting the rights of creditors generally.