Common use of Guarantied Obligations Clause in Contracts

Guarantied Obligations. To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations, and the other Secured Parties to make certain other ex- tensions of credit, to the Borrower under the Credit Agreement, each Guarantor hereby jointly and sever- ally unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any other Secured Party; and becomes surety, as though it was a primary obligor for, the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and in- cluding any amounts which would become due but for the operation of an automatic stay under the xxxxx- al bankruptcy code of the United States or any similar laws of any country or jurisdiction) of all Obliga- tions, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebted- ness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any other Secured Party or any Affiliate of any Secured Party under or in connection with the Credit Agreement or any other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and in- debtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebt- edness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such extensions of credit are in excess of the amount committed un- der or contemplated by the Loan Documents or are made in circumstances in which any condition to ex- tension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. To induce the Administrative Agent and the Lenders Secured Parties to make loans and grant other financial accommodations, and the other Secured Parties to make certain other ex- tensions of credit, accommodations to the Borrower under the Credit Agreement, the Specified Swap Agreements and the Other Lender Provided Service Financial Products, each Guarantor hereby jointly and sever- ally severally unconditionally, and irrevocably, guaranties to the Administrative Agent, Agent and each Lender and any other Secured Party; , and becomes surety, as though it was a primary obligor for, the full full, strict and punctual indefeasible payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of of: (i) all Obliga- tionsObligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebted- ness indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any other of the Secured Party or any Affiliate of any Secured Party Parties, under or in connection with the Credit Agreement or Agreement, any other Loan DocumentDocument or any Specified Swap Agreement or Other Lender Provided Financial Service Product, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and in- debtedness indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to any of the Borrower Loan Parties or any Guarantor or which that would have arisen or accrued but for the commencement of such proceedingproceeding (including without limitation, interest after default), even if the claim for such obligation, liability, liability or indebt- edness indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents or any Specified Swap Agreement or Other Lender Provided Financial Service Product, from time to time, regardless of whether any such extensions of credit are in excess of the amount committed un- der under or contemplated by the Loan Documents Documents, any Specified Swap Agreement or Other Lender Provided Financial Service Product, or are made in circumstances in which any condition to ex- tension extension of credit is not satisfied), (ii) any obligation or liability of any of the Loan Parties arising out of overdrafts on deposits or other accounts or out of electronic funds (whether by wire transfer or through automated clearing houses or otherwise) or out of the return unpaid of, or other failure of the Administrative Agent or any Secured Party to receive final payment for, any check, item, instrument, payment order or other deposit or credit to a deposit or other account, or out of the Administrative Agent’s or any Secured Party’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository or other similar arrangements, and (iii) any amendments, extensions, renewals and increases of or to any of the foregoing (all of the foregoing obligations, liabilities and indebtedness indebtedness, subject to the proviso in this sentence, are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”); it being understood that the Guarantied Obligations of the Borrower shall only include the Obligations of the other Loan Parties; provided that, with respect to each Guarantor that is not a Qualified ECP Loan Party, the Guarantied Obligations shall exclude any Excluded Swap Obligations. Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders Secured Parties (or any one or more assignees or transferees thereof) from time to time assign assigns or otherwise transfer transfers all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other PersonPerson as provided by the Loan Documents; by the Specified Swap Agreements or by the Other Lender Provided Financial Service Products. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.:

Guarantied Obligations. To induce the Administrative Agent Purchaser and Farmer Mac to enter into the Lenders to make loans Bond Purchase and grant other financial accommodations, Security Agreement and the other Secured Parties to make certain other ex- tensions of credit, financial accommodations to the Borrower under Issuer thereunder, the Credit Agreement, each Guarantor hereby jointly unconditionally and sever- ally unconditionally, and irrevocably, irrevocably guaranties to the Administrative AgentFM Parties, each Lender and any other Secured Party; and becomes surety, as though it was a primary obligor for, the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al federal bankruptcy code of the United States or any similar laws Laws of any country or jurisdiction) of all Obliga- tions, Bond Obligations and all other obligations of Issuer under the Bond Documents including, without limiting the generality of the foregoing, all obligations, liabilities, and indebted- ness indebtedness from time to time of the Borrower or Issuer to any other Guarantor to of the Administrative Agent or any other Secured Party or any Affiliate of any Secured Party FM Parties under or in connection with the Credit Agreement Bond Purchase and Security Agreement, the Bonds issued from time to time thereunder, or any other Loan Bond Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings renewals, extensions, amendments, or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and in- debtedness indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor Issuer or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebt- edness indebtedness is not enforceable or allowable in such proceeding, and including all Obligationsobligations, liabilities, and indebtedness debt arising from any extensions of credit under or in connection with the Loan Documents any Bond Document from time to timetime (including without limitation the issuance of Bonds under the Bond Purchase and Security Agreement), regardless of whether any such extensions of credit are in excess of the amount committed un- der under or contemplated by the Loan Bond Documents or are made in circumstances in which any condition to ex- tension extension of credit is not satisfied, and all payments by Farmer Mac under Section 9.01 of the Bond Purchase and Security Agreement and all obligations owing by Issuer to Farmer Mac under Section 9.01(c) of the Bond Purchase and Security Agreement (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders FM Parties (or any one or more assignees or transferees thereof) from time to time shall assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Bond Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations, and the other Secured Parties to make certain other ex- tensions of credit, accommodations to the Borrower under the Credit Agreement, each Guarantor hereby jointly and sever- ally unconditionallyseverally, unconditionally and irrevocably, irrevocably guaranties to the Administrative Agent, Agent and each Lender and any other Secured Party; IRH Provider, and becomes surety, as though it was a primary obligor forobligor, for the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, acceleration or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al federal bankruptcy code of the United States or any similar laws Laws of any country or jurisdiction) of all Obliga- tionsObligations, including, without limiting the generality of the foregoing, all obligations, liabilities, liabilities and indebted- ness indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any other Secured Party of the Lenders or any Affiliate of any Secured Party Lender under or in connection with the Credit Agreement or any other Loan Document, whether for principal, interest, fees, indemnities, expenses, expenses or otherwise, and all renewals, extensions, amendments, refinancings or refundings thereof, whether such obligations, liabilities, liabilities or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, liabilities and in- debtedness indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, reorganization or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, liability or indebt- edness indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, liabilities and indebtedness arising from any extensions of credit under or in connection with the any Loan Documents Document from time to time, regardless of whether any such extensions of credit are in excess of the amount committed un- der under or contemplated by the Loan Documents or are made in circumstances in which any condition to ex- tension extension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”” (provided, however, that the definition of “Guarantied Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligation of such Guarantor for purposes of determining any obligations of any Guarantor)). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, Documents or any other Guarantied Obligations, Obligations to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.:

Guarantied Obligations. To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations, and the other Secured Parties to make certain other ex- tensions of credit, accommodations to the Borrower Borrowers under the Credit Agreement, each Guarantor hereby jointly and sever- ally severally (subject to Sections 15 and 17(b)-(f), if applicable) unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any other Secured Partyprovider of a Lender Provided Interest Rate/Currency Hedge or any provider of an Other Lender Provided Financial Service Product; and becomes surety, as though it was a primary obligor for, the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al federal bankruptcy code of the United States or any similar laws Laws of any country or jurisdiction) of all Obliga- tionsObligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebted- ness indebtedness from time to time of the Borrower Borrowers (or, in the case of Invacare Corporation, of the other Borrowers) or any other Guarantor (subject to Sections 15 and 17(b)-(f), if applicable) to the Administrative Agent or any other Secured Party of the Lenders or any Affiliate of any Secured Party Lender under or in connection with the Credit Agreement or any other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all renewals, extensions, amendments, refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and in- debtedness indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower Borrowers or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebt- edness indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, Obligations and indebtedness liabilities arising from any extensions of credit under or in connection with the any Loan Documents Document from time to time, regardless of whether any such extensions of credit are in excess of the amount committed un- der under or contemplated by the Loan Documents or are made in circumstances in which any condition to ex- tension extension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations and the Administrative Agent and Lenders shall be entitled to the benefit of this Guaranty with respect thereto if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. To induce the Administrative Agent and the Lenders Banks to make loans and grant other financial accommodations, and the other Secured Parties to make certain other ex- tensions of credit, accommodations to the Borrower under the Credit Agreement, each Guarantor hereby jointly unconditionally and sever- ally unconditionally, and irrevocably, irrevocably guaranties to the Administrative Agent, Agent and each Lender and any other Secured Party; and becomes surety, as though it was a primary obligor for, Bank the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of all Obliga- tionsObligations, including, without limiting the generality of the foregoing, including all obligationsObligations, liabilities, and indebted- ness indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any other Secured Party or any Affiliate of any Secured Party the Banks under or in connection with the Credit Agreement or any other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and in- debtedness indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebt- edness indebtedness is not enforceable or allowable in such proceeding, and including all Obligationsobligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such extensions of credit are in excess of the amount committed un- der under or contemplated by the Loan Documents or are made in circumstances in which any condition to ex- tension an extension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “"Guarantied Obligations” " and each as a “"Guarantied Obligation”"). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders Banks (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under and pursuant to the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. To induce the Administrative Agent and the Lenders Banks to make loans and grant other financial accommodations, and the other Secured Parties to make certain other ex- tensions of credit, accommodations to the Borrower under the Credit Agreement, each Guarantor hereby jointly and sever- ally severally unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender Bank and any other Secured Party; Bank which provides a Bank Provided Interest Rate Hedge or any provider of Other Bank Provided Financial Service Products, and becomes surety, as though it was a primary obligor for, the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al federal bankruptcy code of the United States or any similar laws Laws of any country or jurisdiction) of all Obliga- tionsObligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebted- ness indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any other Secured Party of the Banks or any Affiliate of any Secured Party Bank under or in connection with the (i) Credit Agreement or Agreement, (ii) any other Loan Document, (iii) any Bank Provided Interest Rate Hedge, (iv) any Other Bank Provided Financial Service Product, and (v) the Second Amended and Restated Letter Agreement dated September 25, 2002, as amended, supplemented or otherwise modified from time to time, between PNC Bank, National Association and II-VI Japan Incorporated, a subsidiary of the Borrower with respect to the Rate Protection Term Loan (as defined in the Credit Agreement), whether for principal, interest, fees, indemnities, expenses, or otherwise, and all renewals, extensions, amendments, refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and in- debtedness indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebt- edness indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness Indebtedness arising from any extensions of credit under or in connection with the any Loan Documents Document from time to time, regardless of whether any such extensions of credit are in excess of the amount committed un- der under or contemplated by the Loan Documents or are made in circumstances in which any condition to ex- tension extension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders Banks (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. To induce the Administrative Agent and the Lenders Banks to make loans and grant other financial accommodations, and the other Secured Parties to make certain other ex- tensions of credit, accommodations to the Borrower under the Credit Agreement, each Guarantor hereby jointly and sever- ally severally unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any other Secured Party; Bank and becomes surety, as though it was a primary obligor for, the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al federal bankruptcy code of the United States or any similar laws Laws of any country or jurisdiction) of all Obliga- tionsObligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebted- ness indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any other Secured Party of the Banks or any Affiliate of any Secured Party Bank under or in connection with the (i) Credit Agreement or Agreement, (ii) any other Loan Document, (iii) any other obligation of the Borrower to PNC Bank, National Association, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings renewals, extensions, amendments, refinancing or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and in- debtedness indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebt- edness indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness Indebtedness arising from any extensions of credit under or in connection with the any Loan Documents Document from time to time, regardless of whether any such extensions of credit are in excess of the amount committed un- der under or contemplated by the Loan Documents or are made in circumstances in which any condition to ex- tension extension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders Banks (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations, and the other Secured Parties to make certain other ex- tensions of credit, accommodations to the Borrower under the Credit Agreementhereunder, each Guarantor hereby jointly and sever- ally severally unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any other Secured PartyAffiliate of any Lender in connection with a Hedge Agreement or Lender Bank Products; and becomes surety, as though it was were a primary obligor for, the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of all Obliga- tionsObligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebted- ness indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or Agent, any other Secured Party Lender or any Affiliate of any Secured Party Lender under or in connection with the Credit this Agreement or any other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and in- debtedness indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebt- edness indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless of whether any such extensions of credit are in excess of the amount committed un- der under or contemplated by the Loan Documents or are made in circumstances in which any condition to ex- tension extension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders Lender (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance Notwithstanding any provision to the contrary contained herein or any other of the foregoingLoan Documents, each Hedge Agreements or Lender Bank Products, the “Guarantied Obligations” of a Guarantor jointly and severally agrees as followsthat are guaranteed under this Article III shall exclude any Excluded Hedge Agreements with respect to such Guarantor.

Guarantied Obligations. To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations, and the other Secured Parties to make certain other ex- tensions of credit, accommodations to the Borrower Loan Parties under the Credit Agreement, each Guarantor hereby hereby, jointly and sever- ally unconditionallyseverally, unconditionally and irrevocably, irrevocably guaranties to the Administrative Agent, each Lender and each Affiliate of such Lender providing any other Secured Party; Lender Provided Interest Rate Hedge, any Lender Provided Foreign Currency Hedge, or any Other Lender Provided Financial Service Products, and becomes surety, as though it was a primary obligor for, the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al federal bankruptcy code of the United States or any similar laws Laws of any country or jurisdiction) of all Obliga- tions, including, without limiting the generality of the foregoingfollowing: (i) all now existing and hereafter arising Obligations of the Borrower to the Administrative Agent, the Lenders, or any of their respective Affiliates under the Credit Agreement or any of the other Loan Documents, including all obligations, liabilities, and indebted- ness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any other Secured Party or any Affiliate of any Secured Party under or in connection with the Credit Agreement or any other Loan Documentindebtedness, whether for principal, interest, fees, indemnities, expenses, expenses or otherwise, of the Borrower to the Administrative Agent, the Lenders, or any of their respective Affiliates, now existing or hereafter incurred under the Credit Agreement or the Notes or any of the other Loan Documents as any of the same or any one or more of them may from time to time be amended, restated, modified, or supplemented, together with any and all refinancings extensions, renewals, refinancings, and refundings thereof in whole or refundings thereofin part, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and in- debtedness indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, liability or indebt- edness indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, liabilities and indebtedness Indebtedness arising from any extensions of credit under or in connection with any of the Loan Documents from time to time, regardless of whether any such extensions of credit are in excess of the amount committed un- der under or contemplated by the Loan Documents or are made in circumstances in which any condition to ex- tension extension of credit is not satisfied); (ii) all reimbursement obligations of the Borrower with respect to any one or more Letters of Credit issued by the Issuing Lender, the Administrative Agent or any Lender or any of their respective Affiliates; (iii) all indebtedness, loans, obligations, expenses and liabilities of the Borrower to the Administrative Agent or any of the Lenders, or any such Affiliates, arising out of any Lender Provided Interest Rate Hedge, any Lender Provided Foreign Currency Hedge, and any Other Lender Provided Financial Service Product; and (iv) any sums advanced by the Administrative Agent or the Lenders or which may otherwise become due pursuant to the provisions of the Credit Agreement, the Notes, this Guaranty or any other Loan Document or pursuant to any other document or instrument at any time delivered to the Administrative Agent in connection therewith, including commitment, letter of credit, agent or other fees and charges, and indemnification obligations under any such document or instrument, together with all interest payable on any of the foregoing, whether such sums are advanced or otherwise become due before or after the entry of any judgment for foreclosure or any judgment on any Loan Document or with respect to any default under any of the foregoing (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Notwithstanding the foregoing provisions in this definition, Guarantied Obligations shall not include Excluded Hedge Liability or Liabilities. Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty even if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign assigns or otherwise transfer transfers all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.:

Guarantied Obligations. To induce the Administrative Agent and the Lenders Banks to make loans and grant other financial accommodations, and the other Secured Parties to make certain other ex- tensions of credit, accommodations to the Borrower under the Credit Agreement, each Guarantor hereby jointly and sever- ally unconditionallyseverally, unconditionally and irrevocably, irrevocably guaranties to the Administrative AgentAgent and each Bank and each Affiliate of each Bank and the Collateral Agent on behalf of the Banks, each Lender and any other Secured Party; and becomes surety, as though it was a primary obligor for, the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of (i) all Obliga- tionsObligations, including, without limiting the generality of the foregoing, all obligationsobligations (including any interest or currency swap, future, option or other interest rate protection or similar agreements (collectively, “Bank-Provided Interest Rate Xxxxxx”)), liabilities, and indebted- ness indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any other Secured Party of the Banks or any Affiliate of any Secured Party Bank under or in connection with the Credit Agreement or any other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and in- debtedness indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceedingproceeding (including, without limitation, interest after default), even if the claim for such obligation, liability, or indebt- edness indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such extensions of credit are in excess of the amount committed un- der under or contemplated by the Loan Documents or are made in circumstances in which any condition to ex- tension extension of credit is not satisfied) (ii) any obligation or liability of any of the Loan Parties arising out of overdrafts on deposits or other accounts or out of electronic funds (whether by wire transfer or through automated clearing houses or otherwise) or out of the return of unpaid, or other failure of the Agent or any Bank to receive final payment for, any check, item, instrument, payment order or other deposit or credit to a deposit or other account, or out of the Agent’s or any Bank’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository or other similar arrangements, and (iii) any amendments, extensions, renewals and increases of or to any of the foregoing (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent, the Collateral Agent or any of the Lenders Banks (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Notes, the Credit Agreement or the other Loan Documents, or any other Guarantied Obligations, to any other PersonPerson in accordance therewith. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. To induce the Administrative Agent and the Lenders Banks to make loans and grant other financial accommodations, and the other Secured Parties to make certain other ex- tensions of credit, accommodations to the Borrower under the Credit Agreement, each Guarantor hereby jointly unconditionally and sever- ally unconditionally, and irrevocably, irrevocably guaranties to the Administrative AgentAgent and each Bank and each Affiliate of each Bank, each Lender and any other Secured Party; and becomes surety, as though it was a primary obligor for, the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of all Obliga- tionsObligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebted- ness indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any other Secured Party of the Banks or any Affiliate of any Secured Party Bank under or in connection with the Credit Agreement or Agreement, any other Loan Document, or any credit exposure under any interest rate protection agreement or hedging agreement, swap or other derivative securities, whether for principal, interest, fees, indemnities, expenses, interest rate breakage charges, or otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and in- debtedness indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebt- edness indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such extensions of credit are in excess of the amount committed un- der under or contemplated by the Loan Documents or are made in circumstances in which any condition to ex- tension extension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “"Guarantied Obligations” " and each as a “"Guarantied Obligation”"). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders Banks (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under 151 the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations, and the other Secured Parties to make certain other ex- tensions of credit, accommodations to the Borrower under the Credit Agreement, each Guarantor hereby jointly unconditionally and sever- ally unconditionally, and irrevocably, irrevocably guaranties to the Administrative Agent, Agent and each Lender and any other Secured Party; each Affiliate of the Agent and each Lender, and becomes surety, as though it was a primary obligor for, the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of all Obliga- tions, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebted- ness indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any other Secured Party of the Lenders or any Affiliate of any Secured Party Lender under or in connection with the Credit Agreement or any other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and in- debtedness indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebt- edness indebtedness is not enforceable or allowable in such proceeding, and including all Obligationsobligations, liabilities, and indebtedness arising from any Lender Provided Interest Rate Hedge, any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such extensions of credit are in excess of the amount committed un- der under or contemplated by the Loan Documents or are made in circumstances in which any condition to ex- tension extension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. To induce the Administrative Agent Agent, the Lenders and the Lenders other Secured Parties to make loans and grant other financial accommodations, and the other Secured Parties to make certain other ex- tensions of credit, accommodations to the Borrower Borrowers under the Credit Agreement, the other Loan Documents and the Other Documents, each Guarantor hereby jointly and sever- ally severally unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any each other Secured Party; , and becomes surety, as though it was a primary obligor for, the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of all Obliga- tionsObligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebted- ness indebtedness from time to time of the any Borrower or any other Guarantor to the Administrative Agent Agent, the Lenders or any other Secured Party or any Affiliate of any Secured Party under or in connection with the Credit Agreement or Agreement, any other Loan Document, any Lender Provided Interest Rate Hedge (or any documents or instruments executed in connection therewith), any Lender Provided Foreign Currency Hedge (or any documents or instruments executed in connection therewith), any Other Lender Provided Financial Service Product (or any documents or instruments executed in connection therewith) or any Other Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all renewals, extensions, amendments, refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and in- debtedness indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, reorganization or similar proceeding with respect to the any Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebt- edness indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the any Loan Documents Document or Other Document from time to time, regardless of whether any such extensions of credit are in excess of the amount committed un- der under or contemplated by the Loan Documents or Other Documents or are made in circumstances in which any condition to ex- tension any extension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Notwithstanding anything to the contrary contained in the foregoing, the Guarantied Obligations shall not include any Excluded Hedge Liabilities. Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent Agent, any Lender or any of the Lenders other Secured Party (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents or the Other Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. To induce the Administrative Agent and the Lenders Secured Parties to make loans and grant other financial accommodations, and the other Secured Parties to make certain other ex- tensions of credit, accommodations to the Borrower under the Credit Agreement, the Specified Swap Agreements and the Other Lender Provided Financial Products, each Guarantor hereby jointly and sever- ally severally unconditionally, and irrevocably, guaranties to the Administrative Agent, Agent and each Lender and any other Secured Party; , and becomes surety, as though it was a primary obligor for, the full full, strict and punctual indefeasible payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al federal bankruptcy code of the United States or any similar laws of any country or jurisdiction) of of: (i) all Obliga- tionsObligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebted- ness indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any other of the Secured Party or any Affiliate of any Secured Party Parties, under or in connection with the Credit Agreement or Agreement, any other Loan DocumentDocument or any Specified Swap Agreement or Other Lender Provided Financial Service Product, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and in- debtedness indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to any of the Borrower Loan Parties or any Guarantor or which that would have arisen or accrued but for the commencement of such proceedingproceeding (including without limitation, interest after default), even if the claim for such obligation, liability, liability or indebt- edness indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents or any Specified Swap Agreement or Other Lender Provided Financial Service Product, from time to time, regardless of whether any such extensions of credit are in excess of the amount committed un- der under or contemplated by the Loan Documents Documents, any Specified Swap Agreement or Other Lender Provided Financial Service Product, or are made in circumstances in which any condition to ex- tension extension of credit is not satisfied), (ii) any obligation or liability of any of the Loan Parties arising out of overdrafts on deposits or other accounts or out of electronic funds (whether by wire transfer or through automated clearing houses or otherwise) or out of the return unpaid of, or other failure of the Administrative Agent or any Secured Party to receive final payment for, any check, item, instrument, payment order or other deposit or credit to a deposit or other account, or out of the Administrative Agent’s or any Secured Party’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository or other similar arrangements, and (iii) any amendments, extensions, renewals and increases of or to any of the foregoing (all of the foregoing obligations, liabilities and indebtedness indebtedness, subject to the proviso in this sentence, are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”); it being understood that the Guarantied Obligations of the Borrower shall only include the Obligations of the other Loan Parties; provided that, with respect to each Guarantor that is not a Qualified ECP Loan Party, the Guarantied Obligations shall exclude any Excluded Swap Obligations. Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders Secured Parties (or any one or more assignees or transferees thereof) from time to time assign assigns or otherwise transfer transfers all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other PersonPerson as provided by the Loan Documents; by the Specified Swap Agreements or by the Other Lender Provided Financial Service Products. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.:

Guarantied Obligations. To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodationsaccommodations to the Borrowers under the Credit Agreement, and to induce the other Secured Parties Issuing Lender to make certain other ex- tensions issue Letters of credit, to the Borrower Credit under the Credit Agreement, each Guarantor hereby jointly and sever- ally severally unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any other Secured Party; and becomes surety, as though it was a primary obligor for, the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al federal bankruptcy code of the United States or any similar laws Laws of any country or jurisdiction) of all Obliga- tions, Obligations (including, without limiting the generality of the foregoinglimitation, all obligations, liabilities, and indebted- ness Canadian Liabilities) from time to time of the Borrower Borrowers or any other Guarantor to any of the Administrative Agent or any other Secured Party Parties or any Affiliate of any Secured Party under or in connection with the Credit Agreement or any other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligationsObligations (including, liabilitieswithout limitation, and in- debtedness Canadian Liabilities) arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the any Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebt- edness indebtedness is not enforceable or allowable in such proceeding, and including all ObligationsObligations (including, liabilitieswithout limitation, and indebtedness all Canadian Liabilities) arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such extensions of credit are in excess of the amount committed un- der under or contemplated by the Loan Documents or are made in circumstances in which any condition to ex- tension extension of credit is not satisfied) (all of the foregoing obligationsObligations (including, liabilities and indebtedness without limitation, all Canadian Liabilities) are referred to herein collectively as the “"Guarantied Obligations” " and each as a “"Guarantied Obligation”"). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders Secured Party (or any one or more assignees or transferees thereof) from time to time assign assigns or otherwise transfer transfers all or any portion of their its respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations, and the other Secured Parties to make certain other ex- tensions of credit, accommodations to the Borrower under the Credit Agreement, each Guarantor hereby jointly and sever- ally severally unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any other Secured PartyLender Provided Interest Rate Hedge (each an “IRH Provider”); and becomes surety, as though it was a primary obligor for, the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al bankruptcy code of the United States Bankruptcy Code or any similar laws of any country or jurisdiction) of all Obliga- tionsObligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebted- ness indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any other Secured Party of the Lenders or any Affiliate of any Secured Party Lender under or in connection with the Credit Agreement or any other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and in- debtedness indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebt- edness indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such extensions of credit are in excess of the amount committed un- der under or contemplated by the Loan Documents or are made in circumstances in which any condition to ex- tension extension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other PersonPerson in accordance with the terms of the Credit Agreement. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations, and the other Secured Parties to make certain other ex- tensions of credit, accommodations to the Borrower Borrowers under the Credit Agreement, each Guarantor hereby jointly and sever- ally severally unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any other Secured Partyprovider of a Lender Provided Interest Rate Hedge, any provider of a Lender Provided Foreign Currency Hedge, any provider of a Lender Provided Commodity Hedge or any provider of Other Lender Provided Financial Service Products; and becomes surety, as though it was a primary obligor for, the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al federal bankruptcy code of the United States or any similar laws Laws of any country or jurisdiction) of all Obliga- tionsObligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebted- ness indebtedness from time to time of the Borrower Borrowers or any other Guarantor to the Administrative Agent or any other Secured Party of the Lenders or any Affiliate of any Secured Party Lender under or in connection with the Credit Agreement or any other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all renewals, extensions, amendments, refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and in- debtedness indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower Borrowers or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebt- edness indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness Indebtedness arising from any extensions of credit under or in connection with the any Loan Documents Document from time to time, regardless of whether any such extensions of credit are in excess of the amount committed un- der under or contemplated by the Loan Documents or are made in circumstances in which any condition to ex- tension extension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.

Guarantied Obligations. To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations, and the other Secured Parties to make certain other ex- tensions of credit, accommodations to the Borrower under the Credit Agreement, each Guarantor hereby jointly and sever- ally unconditionallyseverally, unconditionally and irrevocably, irrevocably guaranties to the Administrative Agent, Agent and each Lender and any other Secured Partyprovider of a Lender Provided Interest Rate Hedge or any provider of Other Lender Provided Financial Service Products; and becomes surety, as though it was a primary obligor forobligor, for the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, acceleration or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al federal bankruptcy code of the United States or any similar laws Laws of any country or jurisdiction) of all Obliga- tionsObligations, including, without limiting the generality of the foregoing, all obligations, liabilities, liabilities and indebted- ness indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or any other Secured Party of the Lenders or any Affiliate of any Secured Party Lender under or in connection with the Credit Agreement or any other Loan Document, whether for principal, interest, fees, indemnities, expenses, expenses or otherwise, and all renewals, extensions, amendments, refinancings or refundings thereof, whether such obligations, liabilities, liabilities or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become dueDUE OR TO BECOME DUE, whether for payment or performanceWHETHER FOR PAYMENT OR PERFORMANCE, now existing or hereafter arising NOW EXISTING OR HEREAFTER ARISING (and including obligationsAND INCLUDING OBLIGATIONS, liabilitiesLIABILITIES AND INDEBTEDNESS ARISING OR ACCRUING AFTER THE COMMENCEMENT OF ANY BANKRUPTCY, and in- debtedness arising or accruing after the commencement of any bankruptcyINSOLVENCY, insolvencyREORGANIZATION OR SIMILAR PROCEEDING WITH RESPECT TO THE BORROWER OR ANY GUARANTOR OR WHICH WOULD HAVE ARISEN OR ACCRUED BUT FOR THE COMMENCEMENT OF SUCH PROCEEDING, reorganizationEVEN IF THE CLAIM FOR SUCH OBLIGATION, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceedingLIABILITY OR INDEBTEDNESS IS NOT ENFORCEABLE OR ALLOWABLE IN SUCH PROCEEDING, even if the claim for such obligationAND INCLUDING ALL OBLIGATIONS, liabilityLIABILITIES AND INDEBTEDNESS ARISING FROM ANY EXTENSIONS OF CREDIT UNDER OR IN CONNECTION WITH ANY LOAN DOCUMENT FROM TIME TO TIME, or indebt- edness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such extensions of credit are in excess of the amount committed un- der or contemplated by the Loan Documents or are made in circumstances in which any condition to ex- tension of credit is not satisfiedREGARDLESS OF WHETHER ANY SUCH EXTENSIONS OF CREDIT ARE IN EXCESS OF THE AMOUNT COMMITTED UNDER OR CONTEMPLATED BY THE LOAN DOCUMENTS OR ARE MADE IN CIRCUMSTANCES IN WHICH ANY CONDITION TO EXTENSION OF CREDIT IS NOT SATISFIED) (all of the foregoing obligationsALL OF THE FOREGOING OBLIGATIONS, liabilities and indebtedness are referred to herein collectively as the LIABILITIES AND INDEBTEDNESS ARE REFERRED TO HEREIN COLLECTIVELY AS THE “Guarantied ObligationsGUARANTIED OBLIGATIONS” and each as a AND EACH AS A “Guarantied ObligationGUARANTIED OBLIGATION”). Without limitation of the foregoingWITHOUT LIMITATION OF THE FOREGOING, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders ANY OF THE GUARANTIED OBLIGATIONS SHALL BE AND REMAIN GUARANTIED OBLIGATIONS ENTITLED TO THE BENEFIT OF THIS GUARANTY IF THE AGENT OR ANY OF THE LENDERS (or any one or more assignees or transferees thereofOR ANY ONE OR MORE ASSIGNEES OR TRANSFEREES THEREOF) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan DocumentsFROM TIME TO TIME ASSIGN OR OTHERWISE TRANSFER ALL OR ANY PORTION OF THEIR RESPECTIVE RIGHTS AND OBLIGATIONS UNDER THE LOAN DOCUMENTS OR ANY OTHER GUARANTIED OBLIGATIONS TO ANY OTHER PERSON. IN FURTHERANCE OF THE FOREGOING, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.EACH GUARANTOR JOINTLY AND SEVERALLY AGREES AS FOLLOWS:

Guarantied Obligations. To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodations, and the other Secured Parties to make certain other ex- tensions of credit, accommodations to the Borrower under the Credit Agreementhereunder, each Guarantor hereby jointly and sever- ally severally unconditionally, absolutely and irrevocably, guaranties as primary obligor and not merely as surety to the Administrative Agent, each Lender and any other Agent for the benefit of the Secured Party; and becomes surety, as though it was a primary obligor forParties, the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al federal bankruptcy code of the United States or any similar laws of any country or jurisdictionother Debtor Relief Law) of all Obliga- tionsObligations, including, without limiting the generality of the foregoing, all obligations, liabilities, and indebted- ness indebtedness from time to time of the Borrower or any other Guarantor to the Administrative Agent or Agent, any other Secured Party Lender or any Affiliate of any Secured Party Lender under or in connection with the Credit this Agreement or any other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligations, liabilities, and in- debtedness indebtedness arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebt- edness indebtedness is not enforceable or allowable in such proceeding, and including all Obligations, liabilities, and indebtedness arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless of whether any such extensions of credit are in excess of the amount committed un- der under or contemplated by the Loan Documents or are made in circumstances in which any condition to ex- tension extension of credit is not satisfied) (all of the foregoing obligations, liabilities and indebtedness are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders Lender (or any one or more assignees or transferees thereof) from time to time assign or otherwise transfer all or any portion of their respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance Notwithstanding any provision to the contrary contained herein or any other of the foregoingLoan Documents, each Hedge Agreements or Lender Bank Products, the “Guarantied Obligations” of a Guarantor jointly and severally agrees as followsthat are guaranteed under this Article III shall exclude any Excluded Hedge Agreements with respect to such Guarantor.

Guarantied Obligations. To induce the Administrative Agent and the Lenders to make loans and grant other financial accommodationsaccommodations to the Borrowers under the Credit Agreement, and to induce the other Secured Parties Issuing Lender to make certain other ex- tensions issue Letters of credit, to the Borrower Credit under the Credit Agreement, each Guarantor hereby jointly and sever- ally severally unconditionally, and irrevocably, guaranties to the Administrative Agent, each Lender and any other Secured Party; and becomes surety, as though it was a primary obligor for, the full and punctual payment and performance when due (whether on demand, at stated maturity, by acceleration, or otherwise and in- cluding including any amounts which would become due but for the operation of an automatic stay under the xxxxx- al federal bankruptcy code of the United States or any similar laws Laws of any country or jurisdiction) of all Obliga- tions, Obligations (including, without limiting the generality of the foregoinglimitation, all obligations, liabilities, and indebted- ness Canadian Liabilities) from time to time of the Borrower Borrowers or any other Guarantor to any of the Administrative Agent or any other Secured Party Parties or any Affiliate of any Secured Party under or in connection with the Credit Agreement or any other Loan Document, whether for principal, interest, fees, indemnities, expenses, or otherwise, and all refinancings or refundings thereof, whether such obligations, liabilities, or indebtedness are direct or indirect, secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising (and including obligationsObligations (including, liabilitieswithout limitation, and in- debtedness Canadian Liabilities) arising or accruing after the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the any Borrower or any Guarantor or which would have arisen or accrued but for the commencement of such proceeding, even if the claim for such obligation, liability, or indebt- edness indebtedness is not enforceable or allowable in such proceeding, and including all ObligationsObligations (including, liabilitieswithout limitation, and indebtedness all Canadian Liabilities) arising from any extensions of credit under or in connection with the Loan Documents from time to time, regardless whether any such extensions of credit are in excess of the amount committed un- der under or contemplated by the Loan Documents or are made in circumstances in which any condition to ex- tension extension of credit is not satisfied) (all of the foregoing obligationsObligations (including, liabilities and indebtedness without limitation, all Canadian Liabilities) are referred to herein collectively as the “Guarantied Obligations” and each as a “Guarantied Obligation”). Without limitation of the foregoing, any of the Guarantied Obligations shall be and remain Guarantied Obligations entitled to the benefit of this Guaranty if the Administrative Agent or any of the Lenders Secured Party (or any one or more assignees or transferees thereof) from time to time assign assigns or otherwise transfer transfers all or any portion of their its respective rights and obligations under the Loan Documents, or any other Guarantied Obligations, to any other Person. In furtherance of the foregoing, each Guarantor jointly and severally agrees as follows.