Common use of Guaranty; Limitation of Liability Clause in Contracts

Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Agent or any Lender in enforcing any rights under this Guaranty or any other Loan Document. For purposes of this Guaranty and any Guaranty Supplement, (i) the term “

Guaranty; Limitation of Liability. (a) Each In order to induce Agent and Lenders to enter into this Agreement and to induce the Lenders to extend credit hereunder and to induce the Lenders or their affiliates provide Bank Products, and in recognition of the direct benefit received by the Guarantors from the extension of such credit and provision of such Bank Products, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees (the undertaking by each Guarantor under this Section 15 being, as amended from time to time, the “Facility Guaranty”) the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Credit Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent or any Lender other Secured Party in enforcing any rights under this Facility Guaranty or any other Loan Document, subject to limitations expressly set forth elsewhere herein. For purposes Without limiting the generality of this Guaranty the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplement, (i) other Credit Party to any Secured Party under or in respect of the term “Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of any Insolvency Proceeding involving such other Credit Party.

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

Guaranty; Limitation of Liability. (a) Each Guarantor except when and as released upon the occurrence of a Permitted Disposition, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer Documents and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “the Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Agreements (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interestreimbursement obligations, interest (including Post Petition Interest), premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty or any other Loan DocumentDocument or any Secured Hedge Agreement. For purposes Without limiting the generality of this Guaranty the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Loan Party to any Secured Party under or in respect of the Loan Documents or the Secured Hedge Agreements but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) the term “reorganization or similar proceeding involving such other Loan Party.

Guaranty; Limitation of Liability. (a) Each Guarantor The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of the BV Borrower, each Loan Party guaranteeing the Obligations of the BV Borrower in its capacity as Borrower (and not as Guarantor) and each other Loan Party Foreign Subsidiary which is an obligor with respect to the Cash Management Obligations now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise, and the Bilateral Obligations of each Bilateral Provider (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty Supplement, the Foreign Guaranty or any other Loan DocumentDocument in accordance with Section 10.04 of the Credit Agreement (including Attorney Costs of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its Foreign Guaranty obligations as a Borrower under the Credit Agreement. For purposes Without limiting the generality of this Guaranty the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. Notwithstanding anything herein or in the Credit Agreement to the contrary, (i) the term “aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) Each Guarantor The undersigned hereby absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees the punctual performance and not merely as a guaranty of collection, prompt payment when due, whether at scheduled maturity or on any date of a stated maturity, by required prepayment or by prepayment, upon acceleration, demand or otherwise, of and at all obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documentstimes thereafter, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or and all existing and future indebtedness and liabilities of the foregoing obligations)every kind, whether nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees, fees indemnities, contract causes of actiondamages, costs, expenses or otherwise otherwise, of the Borrower to the Lender Parties arising under the Credit Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof), and whether recovery upon such obligations being indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the undersigned or the Borrower under any Debtor Relief Laws, and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”; provided). The Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, that “and shall be binding upon the undersigned and conclusive for the purpose of establishing the amount of the Guaranteed Obligations” . This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor shall exclude any Excluded Swap Obligations of such Guarantor)under this Guaranty, and agrees the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to pay any and or all expenses of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the undersigned hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (includingTitle 11, without limitation, fees and expenses of counselUnited States Code) incurred by the Agent or any Lender in enforcing comparable provisions of any rights under this Guaranty similar federal or any other Loan Document. For purposes of this Guaranty and any Guaranty Supplement, (i) the term “state law.

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

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

Guaranty; Limitation of Liability. (a) Each Guarantor Holdings hereby absolutely, unconditionally and irrevocably guarantees to the Collateral Agent, for the benefit of the Secured Parties, as primary obligor and not merely as surety, the punctual payment when duepayment, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, and performance of all obligations First Lien Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, increases, modifications, substitutions, amendments amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing obligations)First Lien Obligations) and whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof, whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations First Lien Obligations being the “Guaranteed First Lien Obligations”; provided, ,” provided that “Guaranteed Obligations” First Lien Obligations consisting of a Guarantor obligations of any Loan Party arising under any Secured Hedge Agreement shall exclude any all Excluded Swap Obligations). Without limiting the generality of the foregoing, Holdings’ liability shall extend to all amounts that constitute part of the Guaranteed First Lien Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred would be owed by the Agent or any Lender in enforcing any rights under this Guaranty or any other Loan Document. For purposes Party to any Secured Party under or in respect of this Guaranty and any Guaranty Supplementthe Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) the term “reorganization or similar proceeding involving such other Loan Party.

Guaranty; Limitation of Liability. (a) Each Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management servicesSecured Hedge Agreement, including treasuryany Secured Bank Product Agreement, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “any Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, provided that “the Guaranteed Obligations” of a Guarantor Obligations shall exclude not include any Excluded Swap Obligations of such GuarantorObligations), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Agent either Agent, any other Lender Party, any Hedge Bank, any provider of Bank Products, or any Lender Cash Management Bank in enforcing any rights under under, as applicable, this Guaranty or Guaranty, any other Loan Document, any Secured Hedge Agreement, Secured Bank Product Agreement, or any Secured Cash Management Agreement. For purposes 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 to any Lender Party or any Hedge Bank or any Cash Management Bank under or in respect of, as applicable, the Loan Documents or any Secured Hedge Agreement, Secured Bank Product Agreement, or any Secured Cash Management Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party under any Bankruptcy Law. Each Guarantor hereby acknowledges and agrees that this Guaranty constitutes a guaranty of payment and performance when due of all Guaranteed Obligations and not of collection and, to the fullest extent permitted by applicable law, waives any Guaranty Supplement, (i) right to require that any resort be had by any Lender Party or any Hedge Bank or any Cash Management Bank to any of the term “Collateral or other security held for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on the books of any Lender Party or any Hedge Bank or any Cash Management Bank in favor of any Loan Party or any other Person or to any other guarantor of all or part of the Guaranteed Obligations.

Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations obligations, indebtedness and liabilities of each other Loan Party the Borrower on or for the Note, now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent or any Lender in enforcing any rights under this Guaranty or the Note. Without limiting the generality of the foregoing, Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to Lender under or in respect of the Note but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Notwithstanding the terms of the Note or any related document, as concerns the obligations of Guarantor hereunder with respect to the Guaranteed Obligations, prepayment of the Guaranteed Obligations shall be required by Guarantor hereunder each time (to be paid within ten (10) days thereafter) Guarantor or any Affiliate thereof raises, from time to time, funds through the sales of equity interests in Guarantor or its Affiliates or obtains funds by borrowing from other Loan Document. For purposes of this Guaranty and any Guaranty Supplement, sources; provided that (i) this prepayment requirement shall only apply to funds received by Guarantor or any Affiliate thereof after September 30, 2015, and then, after such date, only to sales of equity interests or borrowings from other sources if the term “total funds generated thereby from and after October 1, 2015, exceed Five Hundred Thousand Dollars ($500,000.00), and (ii) the total amount of any such prepayment required at a particular time by Guarantor hereunder, together with any prepayment then due under similar prepayment provisions included in other guarantees executed by Guarantor or its Affiliates in favor of Lender, is limited to fifty percent (50%) of the amount of funds then raised by such sale of equity interests or borrowings.

Guaranty; Limitation of Liability. (a) (i) Each Guarantor U.S. Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan DocumentsCredit Party, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations (such Obligations being the "U.S. Guaranteed Obligations") and (ii) each Canadian Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of Bowater Canada, including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the Obligations thereof (the "Canadian Guaranteed Obligations" and, together with the U.S. Guaranteed Obligations, being referred to herein the "Guaranteed Obligations"), in each case, whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor)otherwise, and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by any Agent, the Agent Initial Lenders or any other Lender in enforcing any rights under this Guaranty or any other Loan Document. For purposes Without limiting the generality of this Guaranty the foregoing, each applicable Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Credit Party to any Lender as set forth above under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) reorganization or similar proceeding involving such other Credit Party. Notwithstanding anything contained herein to the term “contrary, no Canadian Guarantor shall have any liability whatsoever with regard to the Obligations or Guaranteed Obligations of any Credit Party other than Bowater Canada and the other Canadian Guarantors.

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

Guaranty; Limitation of Liability. (a) Each Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, provided that “the Guaranteed Obligations” of a Guarantor Obligations shall exclude not include any Excluded Swap Obligations of such GuarantorObligations), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the any Agent or any other Lender in enforcing any rights under under, as applicable, this Guaranty or any other Loan Document. For purposes 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 to any 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 a bankruptcy, reorganization or similar proceeding involving such other Loan Party under any Bankruptcy Law. Each Guarantor hereby acknowledges and agrees that this Guaranty constitutes a guaranty of payment and performance when due of all Guaranteed Obligations and not of collection and, to the fullest extent permitted by applicable law, waives any Guaranty Supplement, (i) right to require that any resort be had by any Agent or any Lender to any of the term “Collateral or other security held for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on the books of any Agent or any Lender in favor of any Loan Party or any other Person or to any other guarantor of all or part of the Guaranteed Obligations.

Guaranty; Limitation of Liability. (a) Each Guarantor The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “"Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor"), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty Supplement, the Subsidiary Guaranty or any other Loan Document. For purposes Without limiting the generality of the foregoing, the undersigned's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. The undersigned, and by its acceptance of this Guaranty Supplement, the Administrative Agent and any each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement, (i) the term “Subsidiary Guaranty and the Obligations of the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement, the Subsidiary Guaranty and the Obligations of the undersigned hereunder and thereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the undersigned hereby irrevocably agree that the Obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty not constituting a fraudulent transfer or conveyance. The undersigned hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guaranty Supplement, the Subsidiary Guaranty, the Parent Guaranty or any other guaranty, the undersigned will contribute, to the maximum extent permitted by applicable law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

Guaranty; Limitation of Liability. (a) 15.1.1. Each Initial Guarantor hereby absolutely, unconditionally and irrevocably guarantees (the undertaking by each Initial Guarantor under this Section 15 being, as amended from time to time, the “Initial Guaranty”) the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party Obligor now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent or any Lender other Secured Party in enforcing any rights under this Initial Guaranty or any other Loan Document, provided, however, that each Initial Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering this Section, as it relates to such Initial Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. For purposes Without limiting the generality of this Guaranty the foregoing, each Initial Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplement, (i) other Obligor to any Secured Party under or in respect of the term “Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of any Insolvency Proceeding involving such other Obligor.

Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of the Borrower, in its capacity as a Borrower and not as a Guarantor, each Loan Party guaranteeing the Obligations of the Borrower and each other Loan Party Restricted Subsidiary that is an obligor with respect to the Cash Management Obligations now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty or any other Loan DocumentDocument in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. For purposes Without limiting the generality of this Guaranty the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Guarantor to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) the term “reorganization or similar proceeding involving such other Guarantor.

Guaranty; Limitation of Liability. (a) Each Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at scheduled maturity or on any date of a stated maturity, by required prepayment or by prepayment, upon acceleration, demand or otherwise, of and at all obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documentstimes thereafter, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or and all of the foregoing obligations)Obligations, whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of actiondamages, costs, expenses or otherwise, of the Borrowers to the Lenders, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor. (b) Notwithstanding anything to the contrary in clause (a) above, each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Guaranty, the Guaranteed Obligations and any other obligations being of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Law, the “Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar avoidable or invalid transaction under foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Lenders and the Guarantors hereby irrevocably agree that the Guaranteed Obligations”; provided, that “Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), Guarantor under this Guaranty not constituting such fraudulent transfer or conveyance or other similarly avoidable or invalid transaction. (c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by be made to the Administrative Agent or any Lender in enforcing any rights under this Guaranty Guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to the other Guarantor so as to maximize the aggregate amount paid to the Administrative Agent and the Lenders under or any other Loan Documentin respect of this Agreement. In no event, however, shall the Administrative Agent and the Lenders be entitled to more than a single recovery. For purposes the avoidance of doubt, Section 3.5 of this Guaranty Agreement (and any Guaranty Supplement, (iprovisions that cross-reference Section 3.5) the term “shall apply mutatis mutandis to any payment made by a Guarantor under this Guaranty. 15.2.

Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of the Borrower and each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations, excluding all Excluded Swap Obligations, being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any Lender other Guarantied Party in enforcing any rights under this Guaranty Agreement or any other Loan Document. For purposes ; provided that the Guarantors shall not be required to pay the costs and expenses of this Guaranty more than one counsel for the Administrative Agent and the other Guarantied Parties, absent a conflict of interest (or in the case of a conflict of interest, one additional counsel for all similarly conflicted parties), and any necessary or desirable local or foreign counsel (limited to tax, litigation and corporate counsel in each applicable jurisdiction or, in the case of a conflict of interest, one additional tax, litigation and corporate counsel in such jurisdiction for all similarly conflicted parties). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by any other Loan Party to any Guarantied Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty Supplement, (i) the term “is a guaranty of payment and not merely of collection.

Guaranty; Limitation of Liability. (a) Each The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of the Applicable Percentage (as defined below) of all payment, performance and other obligations of each other Loan Party the Guaranteed Borrower now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, reimbursement obligations, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise, including, without limitation, (i) the obligation of the Guaranteed Borrower to pay principal, interest, Letter of Credit fees, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by the Guaranteed Borrower under any Loan Document, (ii) the obligation of the Guaranteed Borrower to reimburse any amount in respect of any drawing under any Letter of Credit issued for the account of the Guaranteed Borrower and (iii) any liability of the Guaranteed Borrower on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding (such obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Agent or any Lender Beneficiary in enforcing any rights under this Guaranty or any other Loan Document. For purposes of this Guaranty and any Guaranty SupplementAs used herein, (i) the term “

Guaranty; Limitation of Liability. (a) Each The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwiseotherwise (in each case as provided in the Loan Agreement and the other Loan Documents), of all obligations of each other Loan Party Borrower Obligations now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer Agreement and the other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsBorrower Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, reimbursement obligations, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise, including, without limitation, the obligation of the Borrower to pay principal, interest, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by the Borrower under any Loan Document (such obligations being all of the foregoing obligations, collectively, the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent or any Lender Beneficiary in enforcing any rights under this Guaranty Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to any Beneficiary under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. The Guarantor further agrees that its guaranty hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other Loan Document. For purposes Beneficiary to any of this Guaranty and the security held for payment of the Guaranteed Obligations or to any Guaranty Supplement, (i) balance of any deposit account or credit on the term “books of the Administrative Agent or any other Beneficiary in favor of the Borrower or any other Person.

Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of (i) all Obligations of (A) the BV Borrower and (B) each Loan Party guaranteeing the Obligations of the BV Borrower, (ii) all obligations of the BV Borrower and each other Loan Party Foreign Subsidiary in respect of Cash Management Obligations and Secured Hedge Obligations and (iii) the Bilateral Obligations of each Bilateral Provider, in respect of each of the foregoing, whether now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred Foreign Guaranty by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty or any other Loan DocumentDocument in accordance with Section 10.04 of the Credit Agreement (including Attorney Costs of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. For purposes Without limiting the generality of this Guaranty the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Guarantor to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Guarantor. Notwithstanding anything herein or in the Credit Agreement to the contrary, (i) the term “aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees guarantees, jointly and severally, the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremiums (including, without limitation, any Prepayment Premium), fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees agrees, subject to and without limitation on the Credit Agreement, to pay any and all costs and expenses (including, without limitation, reasonable and documented fees and expenses of counsel, provided that if no Event of Default has occurred and is continuing, such costs and expenses of counsel shall be limited to a single form of primary outside counsel and, if necessary, one local counsel in each applicable jurisdiction, for the Secured Parties) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty Agreement or any other Loan Document, in each case as and to the extent payable under Section 10.04 the Credit Agreement (as if the obligations of the Borrower under such Section were obligations of such Guarantor). For purposes Without limiting the generality of this Guaranty the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) the term “reorganization or similar proceeding involving such other Loan Party.

Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise, in each case exclusive of all Excluded Swap Obligations (such obligations guaranteed Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Lender Party in enforcing any rights under this Guaranty Agreement or any other Loan Document. For purposes Without limiting the generality of this 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 to any Lender Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection. Notwithstanding anything to the contrary herein, the Lender Parties shall immediately release the guaranty of any Guaranty SupplementGuarantor at such time as the Guarantor has completed Transfers and/or designations in compliance with Section 5.02(e) such that the Guarantor does not own, (i) the term “directly or indirectly any one or more Unencumbered Assets.

Guaranty; Limitation of Liability. Subject to the terms of the Credit Agreement, including, without limitation, Section 9.14: (a) Each Guarantor The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of the Borrower and each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations, but in each case, excluding all Excluded Swap Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Agent Administrative Agent, any Lender Party or any Lender Hedge Bank in enforcing any rights under this Guaranty Supplement, the Guaranty, the Credit Agreement or any other Loan Document. For purposes Without limiting the generality of this the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to the Administrative Agent, any Lender Party or any Hedge Bank under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and any Guaranty Supplement, (i) the term “constitutes a guaranty of payment and not merely of collection.

Guaranty; Limitation of Liability. (a) Each Guarantor The undersigned hereby absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees the punctual performance and not merely as a guaranty of collection, prompt payment when due, whether at scheduled maturity or on any date of a stated maturity, by required prepayment or by prepayment, upon acceleration, demand or otherwise, of and at all obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documentstimes thereafter, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or and all of the foregoing obligations), whether direct or indirect, absolute or contingent, and Secured Obligations whether for principal, interest, premiums, fees, indemnities, contract causes of actiondamages, costs, expenses or otherwise otherwise, of the Borrower to the Secured Parties, and whether arising under the Credit Agreement or under any other Loan Document, or under any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof), and whether recovery upon such obligations being indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Debtor Relief Laws, and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”; provided). The Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, that “and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations” . This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor shall exclude any Excluded Swap Obligations of such Guarantor)under this Guaranty, and agrees the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to pay any and or all expenses (including, without limitation, fees and expenses of counsel) incurred by the Agent or any Lender in enforcing any rights under this Guaranty or any other Loan Document. For purposes of this Guaranty and any Guaranty Supplement, (i) the term “foregoing.

Guaranty; Limitation of Liability. (a) Each The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of the Applicable Percentage (as defined below) of all payment, performance and other obligations of each other Loan Party the Company now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Credit Documents (including, without limitation, the Obligations and any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, reimbursement obligations, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise, including, without limitation, (i) the obligation of the Company to pay principal, interest, letter of credit fees, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by the Company under any Credit Document, (ii) the obligation of the Company to reimburse any amount in respect of any drawing under the Letter of Credit issued for the account of the Company and (iii) any liability of the Company on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding (such Applicable Percentage of such obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Agent or any Lender Beneficiary in enforcing any rights under this Guaranty or any other Loan Credit Document. For purposes of this Guaranty and any Guaranty SupplementAs used herein, (i) the term “

Guaranty; Limitation of Liability. (a) Each Guarantor hereby The undersigned hereby, jointly and severally with the other Guarantors, absolutely, unconditionally and irrevocably guarantees the punctual payment when duepayment, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of any Borrower, each Loan Party guaranteeing the Obligations of any Borrower and each other Loan Party Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or in respect of any Cash Management Obligations (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (each a “Secured Cash Management AgreementGuarantor”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement now or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being Obligations, in each case excluding Excluded Swap Obligations, the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan DocumentDocument in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); provided, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. For purposes Without limiting the generality of this Guaranty the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Guarantor to any Secured Party under or in respect of the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) the term “liquidation, receivership, examinership, reorganization, administration or similar proceeding involving such other Guarantor.

Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of (i) all Obligations of (A) the BV Borrower and (B) each Loan Party guaranteeing the Obligations of the BV Borrower, (ii) all obligations of the BV Borrower and each other Loan Party Restricted Subsidiary in respect of Cash Management Obligations and Secured Hedge Obligations and (iii) the Bilateral Obligations of each Bilateral Provider, in respect of each of the foregoing, whether now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any Lender in enforcing any rights under this Guaranty or any other Loan DocumentDocument in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Domestic Guaranty Guarantor include any of its obligations as a Borrower under the Credit Agreement. For purposes Without limiting the generality of this Guaranty the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Guarantor under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Guarantor. Notwithstanding anything herein or the Credit Agreement to the contrary, (i) the term “aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) Each Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, provided that “the Guaranteed Obligations” of a Guarantor Obligations shall exclude not include any Excluded Swap Obligations of such GuarantorObligations), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the any Agent or any other Lender in enforcing any rights under under, as applicable, this Guaranty or any other Loan Document. For purposes 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 to any 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 a bankruptcy, reorganization or similar proceeding involving such other Loan Party under any Debtor Relief Law. Each Guarantor hereby acknowledges and agrees that this Guaranty constitutes a guaranty of payment and performance when due of all Guaranteed Obligations and not of collection and, to the fullest extent permitted by applicable law, waives any Guaranty Supplement, (i) right to require that any resort be had by any Agent or any Lender to any of the term “Collateral or other security held for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on the books of any Agent or any Lender in favor of any Loan Party or any other Person or to any other guarantor of all or part of the Guaranteed Obligations.

Guaranty; Limitation of Liability. (a) Each FOR VALUE RECEIVED, each Guarantor does hereby absolutely, unconditionally and irrevocably guarantees guarantee to the Guaranteed Party (i) the due and punctual performance and observance by the Borrower of each and every covenant, agreement and obligation to be performed or observed by the Borrower under the Credit Agreement and the other Loan Documents and (ii) the due and punctual payment by the Borrower of all payment obligations of the Borrower under the Credit Agreement and the other Loan Documents, when due, whether at scheduled maturity or on any date by acceleration (including without limitation, when due by virtue of a required prepayment or by acceleration, demand an Event of Default) or otherwise, of all in accordance with the terms thereof (such performance, payment and other obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan DocumentsBorrower being referred to herein as the “Guaranteed Obligations” and, (y) any agreement to provide cash management servicesindividually, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge AgreementGuaranteed Obligation”). In the event of any nonpayment or nonperformance of any Guaranteed Obligation, in the case each Guarantor agrees to pay or perform or cause such payment or performance to be made of such cash management agreement nonpayment or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party nonperformance. Each Guarantor further agrees to such agreement pay all reasonable expenses (including, without limitationlimitations, all reasonable fees and disbursement of counsel to the Guaranteed Party, which shall be limited to one counsel acting for all such Guaranteed Parties), that may be paid or incurred by the Guaranteed Party in enforcing any extensions, modifications, substitutions, amendments rights against such Guarantor under this Guaranty or renewals of collecting any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (Guaranteed Obligations from such obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Agent or any Lender in enforcing any rights under this Guaranty or any other Loan Document. For purposes of this Guaranty and any Guaranty Supplement, (i) the term “Guaranty.

Guaranty; Limitation of Liability. (a) Each Guarantor The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of the Borrower, each Loan Party guaranteeing the Obligations of the Borrower and each other Loan Party Restricted Subsidiary which is an obligor with respect to the Cash Management Obligations now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty Supplement, the Amended and Restated Guaranty or any other Loan DocumentDocument in accordance with Section 10.04 of the Amended and Restated Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Amended and Restated Credit Agreement. For purposes Without limiting the generality of this Guaranty the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) the term “reorganization or similar proceeding involving such other Loan Party.

Guaranty; Limitation of Liability. (a) Each Guarantor The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer Secured Hedge Agreement and other cash management arrangements (a “any Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights against such Guarantor under this Guaranty Supplement, the Guaranty or any other Loan Document, any Secured Hedge Agreement or any Secured Cash Management Agreement; provided that no Guarantor shall be required to reimburse the legal fees and expenses of more than one counsel (and up to one local counsel in each applicable local jurisdiction) for all Secured Parties (which shall be selected by the Administrative Agent) unless, in the reasonable opinion of the Administrative Agent, representation of all such Secured Parties would be inappropriate due to the existence of any actual or potential conflict of interest. For purposes Without limiting the generality of this Guaranty the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Loan Party to any Secured Party under or in respect of the Loan Documents, (i) Secured Hedge Agreements or Secured Cash Management Agreements but for the term “fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

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

Guaranty; Limitation of Liability. (a) Each Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management servicesSecured Hedge Agreement, including treasuryany Secured Bank Product Agreement, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “any Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, provided that “the Guaranteed Obligations” of a Guarantor Obligations shall exclude not include any Excluded Swap Obligations of such GuarantorObligations), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Agent Administrative Agent, any other Lender Party, any Hedge Bank, any provider of Bank Products, or any Lender Cash Management Bank in enforcing any rights under under, as applicable, this Guaranty or Guaranty, any other Loan Document, any Secured Hedge Agreement, Secured Bank Product Agreement, or any Secured Cash Management Agreement. For purposes Without limiting the generality of this Guaranty the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Loan Party to any Lender Party or any Hedge Bank or any Cash Management Bank under or in respect of, (i) as applicable, the term “Loan Documents or any Secured Hedge Agreement, Secured Bank Product Agreement, or any Secured Cash Management Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guaranty; Limitation of Liability. (a) Each Guarantor The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party the Borrower now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, Documents and of all ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Obligations (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the any Agent or any Lender other Secured Party in enforcing any rights under this Guaranty Supplement or any other Loan Document. For purposes Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. The undersigned, and by its acceptance of this Guaranty Supplement, the Administrative Agents and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement and the Obligations of the undersigned hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement and the Obligations of the undersigned hereunder. To effectuate the foregoing intention, the Administrative Agents, the other Secured Parties and the undersigned hereby irrevocably agree that the Obligations of the undersigned under this Guaranty Supplement at any time shall be limited to the maximum amount as will result in the Obligations of the undersigned under this Guaranty Supplement not constituting a fraudulent transfer or conveyance. Form of Guaranty Supplement, (i) the term “

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

Guaranty; Limitation of Liability. (a) Each Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations guaranteed Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all reasonable and documented expenses (including, without limitation, fees and expenses of counselone counsel for all parties) incurred by the Administrative Agent or any other Lender in enforcing any rights under this Guaranty Agreement or any other Loan Document. For purposes 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 to any 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 a bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection. (b) Each Guarantor, the Administrative Agent and each other Lender and, by its acceptance of the benefits of this Guaranty, each other Lender, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Voidable Transactions Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplementand the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Guarantors, the Administrative Agent, the other Lenders and, by their acceptance of the benefits of this Guaranty, the other Lenders hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. (ic) Each Guarantor hereby unconditionally and irrevocably agrees that in the term “event any payment shall be required to be made to any Lender under this Guaranty or any other guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Lenders under or in respect of the Loan Documents. SECTION 7.02.

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

Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations obligations, indebtedness and liabilities of each other Loan Obligated Party now or hereafter existing under or in respect of (x) the Loan Documents, including, without limitation, the Obligations (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), as defined in the case of such cash management agreement or Hedge Credit Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement ) (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent or any Lender in enforcing any rights under this Guaranty or any other Loan Document. For purposes Without limiting the generality of this Guaranty the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Obligated Party 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 a bankruptcy, reorganization or similar proceeding involving such other Obligated Party. Notwithstanding the terms of the Credit Agreement or any related document, as concerns the obligations of each Guarantor hereunder with respect to the Guaranteed Obligations, prepayment of the Guaranteed Obligations shall be required by a Guarantor hereunder each time (to be paid within ten (10) days thereafter) such Guarantor or any Affiliate thereof raises, from time to time, funds through the sales of equity interests in such Guarantor or its Affiliates or obtains funds by borrowing from other sources; provided that (i) this prepayment requirement shall only apply to funds received by a Guarantor or any Affiliate thereof after September 30, 2015, and then, after such date, only to sales of equity interests or borrowings from other sources if the term “total funds generated thereby from and after October 1, 2015, exceed Five Hundred Thousand Dollars ($500,000.00), and (ii) the total amount of any such prepayment required at a particular time by a Guarantor hereunder, together with any prepayment then due under similar prepayment provisions included in other guarantees executed by a Guarantor or its Affiliates in favor of Lender, is limited to fifty percent (50%) of the amount of funds then raised by such sale of equity interests or borrowings.

Guaranty; Limitation of Liability. (a) Each In order to induce Agent, Issuing Bank and Lenders to enter into this Agreement and to induce the Lenders to extend credit hereunder and to induce the Lenders or their affiliates to provide Bank Products, and in recognition of the direct benefit received by the Guarantors from the extension of such credit and provision of such Bank Products, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees (the undertaking by each Guarantor under this Section 15 being, as amended from time to time, the “Facility Guaranty”) the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Credit Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent or any Lender other Secured Party in enforcing any rights under this Facility Guaranty or any other Loan Document, subject to limitations expressly set forth elsewhere herein. For purposes Without limiting the generality of this Guaranty the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplement, (i) other Credit Party to any Secured Party under or in respect of the term “Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of any Insolvency Proceeding involving such other Credit Party.

Guaranty; Limitation of Liability. (a) Each Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at scheduled maturity or on any date of a stated maturity, by required prepayment or by prepayment, upon acceleration, demand or otherwise, of and at all obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documentstimes thereafter, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or and all of the foregoing obligations)Obligations, whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of actiondamages, costs, expenses or otherwise, of the Borrowers to the Lenders, the Administrative Agent or any indemnified party arising under the Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders, the Administrative Agent or any indemnified party in connection with the collection or enforcement thereof). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty (other than payment thereof), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. For the avoidance of doubt, the respective obligations of each Borrower are several and not joint, except to the extent such Borrower is providing a guarantee as a Guarantor. (b) Notwithstanding anything to the contrary in clause (a) above, each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Guaranty, the Guaranteed Obligations and any other obligations being of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Law, the “Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar avoidable or invalid transaction under foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Lenders and the Guarantors hereby irrevocably agree that the Guaranteed Obligations”; provided, that “Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), Guarantor under this Guaranty not constituting such fraudulent transfer or conveyance or other similarly avoidable or invalid transaction. (c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by be made to the Administrative Agent or any Lender in enforcing any rights under this Guaranty Guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to the other Guarantor so as to maximize the aggregate amount paid to the Administrative Agent and the Lenders under or any other Loan Documentin respect of this Agreement. In no event, however, shall the Administrative Agent and the Lenders be entitled to more than a single recovery. For purposes the avoidance of this Guaranty and any Guaranty Supplementdoubt, (i) the term “Section 3.5 of this

Guaranty; Limitation of Liability. (a) Each Subsidiary Guarantor hereby hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, the full and punctual payment when duedue and performance, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing existing, including, without limitation, all Obligations under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management servicesLetter of Credit, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “any Secured Cash Management Agreement”) Agreement and (z) any Secured Hedge Agreement (a the Loan Documents, Letters of Credit, Secured Cash Management Agreements and Secured Hedge Agreements, collectively, the “Secured Hedge AgreementDocuments”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement ) (including, without limitation, any extensions, increases, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty or any other Secured Document, to the extent reimbursable under Section 10.04 of the Credit Agreement. Without limiting the generality of the foregoing, each Subsidiary Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan DocumentParty to any Secured Party under or in respect of the Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. For Notwithstanding anything herein to the contrary, (a) Guaranteed Obligations of any Loan Party under any Secured Cash Management Agreement or Secured Hedge Agreement shall be guaranteed only to the extent that, and for so long as, the other Guaranteed Obligations are guaranteed and (b) the Guaranteed Obligations with respect to any Subsidiary Guarantor shall not include Excluded Swap Obligations of such Subsidiary Guarantor. Each of the parties hereto acknowledges and agrees that this Guaranty constitutes, and this Guaranty shall be deemed to constitute, a “keepwell, support, or other agreement” by each Qualified ECP Guarantor for the benefit of each other Subsidiary Guarantor for all purposes of this Guaranty and any Guaranty Supplement, (iSection 1a(18)(A)(v)(II) of the term Commodity Exchange Act. “

Guaranty; Limitation of Liability. (a) Each The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of the Applicable Percentage (as defined below) of all payment, performance and other obligations of each other Loan Party the Borrower now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, reimbursement obligations, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise, including, without limitation, (i) the obligation of the Borrower to pay principal, interest, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by the Borrower under any Loan Document and (ii) any liability of the Borrower on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding (such obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Agent or any Lender in enforcing any rights under this Guaranty or any other Loan Document. For purposes of this Guaranty and any Guaranty SupplementAs used herein, (i) the term “

Guaranty; Limitation of Liability. (a) Each The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party the US Borrower, all Cash Management Obligations of the US Borrower now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise and the Bilateral Obligations of each Bilateral Provider solely in respect of the US Borrower (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty or any other Loan DocumentDocument in accordance with Section 10.04 of the Credit Agreement (including Attorney Costs of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of the Guarantor include any of its obligations as a Borrower under the Credit Agreement. For purposes Without limiting the generality of this Guaranty the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the US Borrower to any Guaranty SupplementSecured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the US Borrower. Notwithstanding anything herein or in the Credit Agreement to the contrary, (i) the term “aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party or Subsidiary of a Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management servicesSecured Hedge Agreements, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) Agreements and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Specified Credit Agreements (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; providedprovided however that if the aggregate principal or notional amount of Obligations (in terms of Agreement Value in the case of Secured Hedge Agreements) under all Secured Cash Management Agreements and Secured Hedge Agreements, that in each case entered into by Non-Loan Parties (“Non-Loan Party Bank Product Agreements”) exceeds $10,000,000 at any time outstanding, then the Guaranteed Obligations shall exclude all Obligations under Non-Loan Party Bank Product Agreements other than those Obligations (“Included Obligations”) designated in a writing delivered by the Borrower to the Administrative Agent as being included in the Guaranteed Obligations” , subject to a maximum aggregate principal or notional amount (in terms of a Guarantor shall exclude any Excluded Swap Agreement Value in the case of Secured Hedge Agreements) for all Included Obligations of $10,000,000 at any time outstanding (all such GuarantorObligations under Non-Loan Party Bank Product Agreements excluded from the Guaranteed Obligations being “Excluded Obligations”)), and agrees to pay any and all reasonable and documented out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty Guaranty. 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 Subsidiary of a Loan Party to the Administrative Agent or any other Secured Party under or in respect of the Loan Document. For purposes Documents, Secured Hedge Agreements, Secured Cash Management Agreements and Secured Specified Credit Agreements, but for the fact that they are unenforceable or not allowable due to the existence of this Guaranty and any Guaranty Supplementa bankruptcy, (i) the term “reorganization or similar proceeding involving such other Loan Party or Subsidiary.

Guaranty; Limitation of Liability. (a) Each Guarantor Subject in the case of Athens to the Athens Cap Amount, each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any other Lender Party in enforcing any rights under this Guaranty or any other Loan Document. For purposes Without limiting the generality of the foregoing, subject in the case of Athens to the Athens Cap Amount, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Lender Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each other Lender Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplementand the obligations of each Guarantor hereunder. To effectuate the foregoing intention, (i) the term “Administrative Agent, the other Lender Parties and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutelyof Holdings and Water Soft hereby, unconditionally and irrevocably guarantees irrevocably, jointly and severally guarantees, together with the Subsidiary Guarantors pursuant to the Cypress Guaranty, the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or stated maturity, by acceleration, demand acceleration or otherwise, of all obligations the Loans, Notes, debts, principal, interest (including any interest that, but for the provisions of each other Loan Party now or hereafter existing under or in respect of (x) the Loan DocumentsBankruptcy Code, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”would have accrued), in the case of such cash management agreement or Hedge Agreementpremiums, between the Borrower liabilities, obligations, fees, charges, costs, covenants, and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals duties of any kind and description owing by AMTROL to the Lenders pursuant to or all evidenced by the Cypress Loan Documents and irrespective of whether for the foregoing obligations)payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising (collectively, the "CYPRESS OBLIGATIONS"). Any reference in this Agreement or in the Cypress Loan Documents to the Cypress Obligations shall include all amendments, changes, extensions, modifications, renewals replacements, substitutions, and supplements, thereto and thereof, as applicable, both prior and subsequent to any Insolvency Proceeding of AMTROL now or hereafter existing under any Cypress Loan Document, whether for principal, interestinterest (including, premiumswithout limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to bankruptcy, insolvency or reorganization of AMTROL), fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations obligations, to the extent not paid by AMTROL, being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor"GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses (including, without limitation, including reasonable counsel fees and expenses of counselexpenses) incurred by the Agent or any Lender Lenders in enforcing any rights under the guaranty set forth in this Guaranty Section 9. Without limiting the generality of the foregoing, the liability of Holdings and Water Soft shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by AMTROL to the Lenders under any Cypress Loan Document but for the fact that such Guaranteed Obligations are unenforceable or any other Loan Document. For purposes not allowable due to the existence of this Guaranty and any Guaranty Supplementa bankruptcy, (i) the term “reorganization or similar proceeding involving AMTROL.

Guaranty; Limitation of Liability. (a) Each Guarantor (which for avoidance of doubt includes each Borrower) hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of (i) all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement Borrowers for which the Borrowers are personally liable pursuant to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Section 10.02 (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise, and (ii) the obligation of the Borrowers described in Section 5.01(aa)(v) to fund the First 50% of PIP Reserve Funds (the “PIP Guaranteed Obligations”) (such obligations Obligations described in clauses (i) and (ii), being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty or the Guaranteed Obligations. 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 DocumentParty to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. For purposes This Guaranty is and constitutes a guaranty of this Guaranty payment and any Guaranty Supplementnot merely of collection. In respect of the PIP Guaranteed Obligations, (i) upon the term “funding in full by the Borrowers of the First 50% of PIP Reserve Funds in respect of an individual Asset pursuant to Section 5.01(aa)(v), the PIP Guaranteed Obligations in respect of such Asset shall be reduced automatically to zero.

Guaranty; Limitation of Liability. (a) Each Guarantor hereby hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) Agreement or any Secured Hedge Agreement (a the Loan Documents, Secured Cash Management Agreements and Secured Hedge Agreements, collectively, the “Secured Hedge AgreementDocuments”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement ) (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees reasonable and documented or invoiced out-of-pocket costs and expenses of counsel) incurred to the extent payable or reimbursable by the Agent Borrower pursuant to Section 10.04 of the Credit Agreement as if such section were set forth in full herein, mutatis mutandis. 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 to any Secured Party under or any Lender in enforcing any rights under respect of the Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. Notwithstanding anything to the contrary contained in this Guaranty or any provision of any other Loan Document, the Guaranteed Obligations shall not extend to or include any Excluded Swap Obligation. For purposes This Guaranty is a guarantee of this Guaranty payment and any Guaranty Supplement, (i) the term “not merely of collection.

Guaranty; Limitation of Liability. (a) Each Guarantor hereby The undersigned hereby, jointly and severally with the other Guarantors absolutely, unconditionally and irrevocably guarantees the punctual payment when duepayment, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party Obligor now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Finance Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty Supplement, the Subsidiary Guaranty or any other Loan Document. For purposes Without limiting the generality of the foregoing, the undersigned’s liability shall 1 If the Additional Guarantor is a Foreign Subsidiary, appropriate modifications to this Form of Subsidiary Guaranty Supplement shall be made at the time of execution and delivery hereof by such Foreign Subsidiary to the extent necessary to be in conformity with the applicable provisions of Section 6.12 of the Credit Agreement. extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Obligor to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) the term “reorganization or similar proceeding involving such other Obligor.

Guaranty; Limitation of Liability. (a) Each Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at Second Lien Credit Agreement scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, early termination amounts, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay all costs and expenses of each Agent and each Lender in connection with the enforcement of any and all expenses rights under this Subsidiary Guaranty or any other Loan Document, whether in any action, suit or litigation, or bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of counsel) incurred counsel for the Administrative Agent and each Lender with respect thereto determined, in respect of actions in a court in Canada, on a solicitor and his own client full indemnity basis). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Agent or any Lender in enforcing any rights under this Guaranty or any other Loan Document. For purposes Party to any Secured Party under or in respect of this Guaranty and any Guaranty Supplementthe Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) the term “reorganization or similar proceeding involving such other Loan Party.

Guaranty; Limitation of Liability. In order to induce Agent and Canadian Lenders to enter into this Agreement and to induce the Canadian Lenders to extend credit hereunder and to induce the Canadian Lenders or their affiliates to provide Canadian Bank Products, and in recognition of the direct benefit received by the U.S. Subsidiary Guarantors, the U.S. Borrower Guarantors and the Canadian Guarantors (acollectively, the “Canadian Facility Guarantors”) Each from the extension of such credit or and provision of such Canadian Bank Products, each Canadian Facility Guarantor hereby absolutely, unconditionally and irrevocably guarantees (the undertaking by each Canadian Facility Guarantor under this Section 16 being, as amended from time to time, the “Canadian Obligations Guaranty”) the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Canadian Obligations of each other Loan Party Canadian Obligor now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsCanadian Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Canadian Obligations being the “Guaranteed Canadian Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent or any Lender other Canadian Secured Party in enforcing any rights under this Canadian Obligations Guaranty or any other Loan Document. For purposes Without limiting the generality of this Guaranty the foregoing, each Canadian Facility Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Canadian Obligations and would be owed by any Guaranty Supplement, (i) other Canadian Obligor to any Canadian Secured Party under or in respect of the term “Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of any Insolvency Proceeding involving such other Canadian Obligor.

Guaranty; Limitation of Liability. (a) Each Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations (i) Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations)Obligations) and (ii) obligations of each other Loan Party to pay the principal amount of all reimbursement obligations and unpaid drawings with respect to any letters of credit issued for the account of any such Loan Party by any Lender Party or any Affiliate thereof, in each case, whether direct or indirect, absolute or contingent, and whether for principal, interestinterest (including, without limitation, Post Petition Interest), premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations and obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay (in accordance with Section 9.04(a), and subject to the limitations set forth therein) any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Lender Party in enforcing any rights under this Guaranty or; provided that, notwithstanding anything to the contrary herein or in any other Loan Document, in no circumstances shall Excluded Swap Obligations constitute Guaranteed Obligations. For purposes Without limiting the generality of this Guaranty the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Loan Party to any Lender Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) the term “reorganization or similar proceeding involving such other Loan Party. Kansas City Southern Credit Agreement

Guaranty; Limitation of Liability. (a) Each Subsidiary Guarantor hereby hereby, jointly and severally with the other Guarantors, as primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Agents, for the benefit of the Secured Parties, the punctual payment in full when due, whether at scheduled maturity or on any date of a required prepayment or by declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code (defined below) (11 U.S.C. § 362(a)) or any other insolvency legislation), whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether now or hereafter existing, and whether due or to become due, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan DocumentsDocuments (as used herein, (y) any agreement to provide cash management servicescollectively, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a the “Secured Cash Management AgreementDocuments”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interestinterest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute (the “Bankruptcy Code”), or any applicable provisions of comparable state or other applicable law, whether or not such interest is an allowed claim in such proceeding), premiums, fees, indemnities, contract causes of action, costscosts (including, without limitation, costs of collection), expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the each Agent or any Lender other Secured Party in enforcing any rights under this Guaranty or any other Secured Document, to the extent reimbursable under Section 10.04 of the Credit Agreement. Without limiting the generality of the foregoing, each Subsidiary Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan DocumentParty to any Secured Party under or in respect of the Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. For purposes This Guaranty is a guaranty of this Guaranty payment and any Guaranty Supplement, (i) the term “not of collectability.

Guaranty; Limitation of Liability. (a) Each Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management servicesSecured Hedge Agreement, including treasuryany Secured Bank Product Agreement, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “any Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, provided that “the Guaranteed Obligations” of a Guarantor Obligations shall exclude not include any Excluded Swap Obligations of such GuarantorObligations), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Agent Administrativeeither Agent, any other Lender Party, any Hedge Bank, any provider of Bank Products, or any Lender Cash Management Bank in enforcing any rights under under, as applicable, this Guaranty or Guaranty, any other Loan Document, any Secured Hedge Agreement, Secured Bank Product Agreement, or any Secured Cash Management Agreement. For purposes 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 to any Lender Party or any Hedge Bank or any Cash Management Bank under or in respect of, as applicable, the Loan Documents or any Secured Hedge Agreement, Secured Bank Product Agreement, or any Secured Cash Management Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. under any Bankruptcy Law. Each Guarantor hereby acknowledges and agrees that this Guaranty constitutes a guaranty of payment and performance when due of all Guaranteed Obligations and not of collection and, to the fullest extent permitted by applicable law, waives any Guaranty Supplement, (i) right to require that any resort be had by any Lender Party or any Hedge Bank or any Cash Management Bank to any of the term “Collateral or other security held for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on the books of any Lender Party or any Hedge Bank or any Cash Management Bank in favor of any Loan Party or any other Person or to any other guarantor of all or part of the Guaranteed Obligations.

Guaranty; Limitation of Liability. (a) Each Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise, in each case exclusive of all Excluded Swap Obligations (such obligations guaranteed Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Lender Party in enforcing any rights under this Guaranty Agreement or any other Loan Document. For purposes Without limiting the generality of this 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 to any Lender Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection. Notwithstanding anything to the contrary herein, the Lender Parties shall immediately release the guaranty of any Guaranty SupplementGuarantor at such time as the Guarantor has completed Transfers and/or designations in compliance with Section 5.02(e) such that the Guarantor does not own, (i) the term “directly or indirectly any one or more Unencumbered Assets. 119

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

Guaranty; Limitation of Liability. (a) Each Guarantor hereby The undersigned hereby, jointly and severally with the other Guarantors, absolutely, unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees reasonable and documented or invoiced out-of-pocket costs and expenses of counsel) incurred to the extent payable or reimbursable by the Agent or any Lender Borrower pursuant to Section 10.04 of the Term Loan Credit Agreement as if such section were set forth in enforcing any rights full herein, mutatis mutandis. The undersigned’s guarantee hereunder and under this the Guaranty or is a guarantee of payment (and not of collection). Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan DocumentParty to the 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 a bankruptcy, reorganization or similar proceeding involving such other Loan Party. For purposes (b) The undersigned, and by its acceptance of this Guaranty and any Supplement, the Lender, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement, (i) the term “Guaranty and the Obligations of the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement, the Guaranty and the Obligations of the undersigned hereunder and thereunder. To effectuate the foregoing intention, the Lender and the undersigned hereby irrevocably agree that the Obligations of

Guaranty; Limitation of Liability. (a) Each Guarantor The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of the BV Borrower, each Loan Party guaranteeing the Obligations of the BV Borrower and each other Loan Party Restricted Subsidiary which is an obligor with respect to the Cash Management Obligations now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise and the Bilateral Obligations of each Bilateral Provider (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty Supplement, the Domestic Guaranty or any other Loan DocumentDocument in Domestic Guaranty accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. For purposes Without limiting the generality of this Guaranty the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. Notwithstanding anything herein or the Credit Agreement to the contrary, (i) the term “aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) Each Subsidiary Guarantor hereby hereby, and as of the Amendment and Restatement Effective Date, jointly and severally with the other Subsidiary Guarantors, as primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Agents, for the benefit of the Secured Parties, the punctual payment in full when due, whether at scheduled maturity or on any date of a required prepayment or by declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code (defined below) (11 U.S.C. § 362(a)) or any other insolvency legislation), whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether now or hereafter existing, and whether due or to become due, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan DocumentsDocuments (as used herein, (y) any agreement to provide cash management servicescollectively, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a the “Secured Cash Management AgreementDocuments”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interestinterest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute (the “Bankruptcy Code”), or any applicable provisions of comparable state or other applicable law, whether or not such interest is an allowed claim in such proceeding), premiums, fees, indemnities, contract causes of action, costscosts (including, without limitation, costs of collection), expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the each Agent or any Lender other Secured Party in enforcing any rights under this Guaranty or any other Secured Document, to the extent reimbursable under Section 10.04 of the Credit Agreement. Without limiting the generality of the foregoing, each Subsidiary Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan DocumentParty to any Secured Party under or in respect of the Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. For purposes This Guaranty is a guaranty of this Guaranty payment and any Guaranty Supplement, (i) the term “not of collectability.

Guaranty; Limitation of Liability. (a) Each The Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all payment, performance and other obligations of each other Loan Party the Guaranteed Borrower now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, reimbursement obligations, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise, including, without limitation, (i) the obligation of the Guaranteed Borrower to pay principal, interest, Letter of Credit fees, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by the Guaranteed Borrower under any Loan Document, (ii) the obligation of the Guaranteed Borrower to reimburse any amount in respect of any drawing under any Letter of Credit issued for the account of the Guaranteed Borrower and (iii) any liability of the Guaranteed Borrower on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding (such obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Agent or any Lender Beneficiary in enforcing any rights under this Guaranty or any other Loan Document. For purposes of this Guaranty and any Guaranty Supplement, (i) the term “.

Guaranty; Limitation of Liability. (a) Each Guarantor The undersigned hereby absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees the punctual performance and not merely as a guaranty of collection, prompt payment when due, whether at scheduled maturity or on any date of a stated maturity, by required prepayment or by prepayment, upon acceleration, demand or otherwise, of and at all obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documentstimes thereafter, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or and all of the foregoing obligations), whether direct or indirect, absolute or contingent, and Secured Obligations whether for principal, interest, premiums, fees, indemnities, contract causes of actiondamages, costs, expenses or otherwise otherwise, of the Borrower to the Secured Parties, and whether arising under the Credit Agreement or under any other Credit Document, or under any Secured Interest Rate Protection Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof), and whether recovery upon such obligations being indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Debtor Relief Laws, and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”; provided). The Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, that “and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations” . This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor shall exclude any Excluded Swap Obligations of such Guarantor)under this Guaranty, and agrees the Guarantor hereby irrevocably waives any defenses (other than any Specified Defenses) it may now have or hereafter acquire in any way relating to pay any and or all expenses (including, without limitation, fees and expenses of counsel) incurred by the Agent or any Lender in enforcing any rights under this Guaranty or any other Loan Document. For purposes of this Guaranty and any Guaranty Supplement, (i) the term “foregoing.

Guaranty; Limitation of Liability. (a) Each Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise, in each case exclusive of all Excluded Swap Obligations (such obligations guaranteed Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Lender Party in enforcing any rights under this Guaranty Agreement or any other Loan Document. For purposes Without limiting the generality of this 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 to any Lender Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection. Notwithstanding anything to the contrary herein, the Lender Parties shall immediately release the guaranty of any Guaranty SupplementGuarantor at such time as the Guarantor has completed Transfers and/or designations in compliance with Section 5.02(e) such that the Guarantor does not own, (i) the term “directly or indirectly any one or more Unencumbered Assets. 102

Guaranty; Limitation of Liability. (a) Each Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations (i) Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations) and (ii) obligations of each other Loan Party to pay the principal amount of all reimbursement obligations and unpaid drawings with respect to any letters of credit issued for the account of any such Loan Party by any Lender Party or any Affiliate thereof, provided that the obligations of the Loan Parties pursuant to this clause (ii) shall not, at any time, exceed $30,000,000 (the letters of credit described in this clause (ii), the “Secured Letters of Credit”), in each case, whether direct or indirect, absolute or contingent, and whether for principal, interestinterest (including, without limitation, Post Petition Interest), premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations and obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty or any other Loan Document. For purposes Without limiting the generality of this Guaranty the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) the term “reorganization or similar proceeding involving such other Loan Party.

Guaranty; Limitation of Liability. (a) Each Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations (i) Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations)Obligations) and Obligations of the Borrower or any Subsidiary under Cash Management Agreements or Hedge Agreements, to the extent such agreements are entered into by and between the Borrower and/or any of its Subsidiaries and any Cash Management Bank or Hedge Bank, as applicable and (ii) obligations of each other Loan Party to pay the principal amount of all reimbursement obligations and unpaid drawings with respect to any letters of credit issued for the account of any such Loan Party by any Lender Party or any Affiliate thereof, in each case, whether direct or indirect, absolute or contingent, and whether for principal, interestinterest 84 Kansas City Southern Credit Agreement (including, without limitation, Post Petition Interest), premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations and obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay (in accordance with Section 9.04(a), and subject to the limitations set forth therein) any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Lender Party in enforcing any rights under this Guaranty Guaranty; provided that, notwithstanding anything to the contrary herein or in any other Loan Document, in no circumstances shall Excluded Swap Obligations constitute Guaranteed Obligations. For purposes Without limiting the generality of this Guaranty the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Loan Party to any Lender Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) the term “reorganization or similar proceeding involving such other Loan Party.

Guaranty; Limitation of Liability. (a) Each Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party Obligor now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise, and including all such amounts which would become due but for the operation of the automatic stay and related provisions of Bankruptcy Law (such obligations Obligations being the “"Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor"), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty or any other Loan Document. For Without limiting the generality of the foregoing, each Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations that would be owed by any other Obligor to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Obligor. Each Guarantor, and by its acceptance of the Guaranty, the Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that the Guaranty and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under the Guaranty Supplementnot constituting a fraudulent transfer or conveyance. Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under the Guaranty or any other guaranty, (i) such Guarantor will contribute, to the term “maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

Guaranty; Limitation of Liability. (a) Each Guarantor hereby hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, the full and punctual payment when duedue and performance, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Guaranty Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management servicesLetter of Credit, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “any Secured Cash Management Agreement”) and (z) Agreement or any Secured Hedge Agreement (a the Loan Documents, Letters of Credit, Secured Cash Management Agreements and Secured Hedge Agreements, collectively, the “Secured Hedge AgreementDocuments”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement ) (including, without limitation, any extensions, increases, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty or any other Secured Document, to the extent reimbursable under Section 10.04 of the Credit Agreement. 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 Document. For purposes Party to any Secured Party under or in respect of this Guaranty and any Guaranty Supplementthe Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) the term “reorganization or similar proceeding involving such other Loan Party.

Guaranty; Limitation of Liability. (a) Each Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (provided that with respect to Obligations under or in respect of any Secured Hedge Agreement, the foregoing guarantee shall only be effective to the extent that such obligations Guarantor is an Eligible Guarantor at the same time such Secured Hedge Agreement is entered into and such Obligations and such guarantee thereof are not Excluded Swap Obligations) (such Obligations, after giving effect to the immediately preceding proviso, being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, reasonable and documented fees and expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty or any other Loan Document. For purposes Without limiting the generality of this Guaranty the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) the term “reorganization or similar proceeding involving such other Loan Party.

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

Guaranty; Limitation of Liability. (a) 20.1. Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, (i) the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations of each other Loan Security Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Credit Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement other Loan Document (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsobligations and each payment required to be paid by the Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement or disbursements, interest thereon and obligations to provide cash collateral), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise, (such ii) the punctual and full performance and compliance by each other Security Party of each and every duty, covenant, agreement and obligation thereof under the Credit Agreement and any other Loan Document, (iii) the due and punctual payment and performance of all Bank Product Obligations of any other Security Party and (iv) the due and punctual payment and performance of all Hedging Obligations owed by any other Security Party to any Lender-Related Hedge Provider (all the monetary and other obligations being referred to in the preceding clauses (i) through (iv) collectively called the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all reasonable out-of-pocket expenses (including, without limitation, reasonable fees and expenses of outside counsel) incurred by the Administrative Agent or any other Lender Party in enforcing any rights under this Guaranty or under the Credit Agreement or any other Loan Document. For purposes 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 Security Party to any Lender Party under or in respect of this Guaranty, the Credit Agreement and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Security Party. Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such Guarantor, and that such Guarantor will remain bound upon its guarantee notwithstanding any extension or renewal of any Guaranteed Obligations. Notwithstanding anything to the contrary in the Credit Agreement or any other Loan Document, no Guarantor shall be deemed under this Guaranty to be a guarantor of any Hedging Obligations if such Guarantor was not an “eligible contract participant” as defined in § 1a(18) of the Commodity Exchange Act, at the time the guarantee under this Guaranty becomes effective with respect to such Hedging Obligation and to the extent that the providing of such guarantee by such Guarantor would violate the Commodity Exchange Act; provided however that in determining whether any Guarantor is an “eligible contract participant” under the Commodity Exchange Act, the guarantee of the Guaranteed Obligations of such Guarantor under this Guaranty Supplement, (i) the term “by a Guarantor that is also a Qualified ECP Guarantor shall be taken into account.

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

Guaranty; Limitation of Liability. (a) Each Guarantor hereby hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees to the Collateral Agent, for the benefit of the Secured Parties, as primary obligor and not merely as surety, the punctual payment when duepayment, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, and performance of all obligations ABL Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, increases, modifications, substitutions, amendments amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing obligations)ABL Obligations) and whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof, whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations ABL Obligations being the “Guaranteed ABL Obligations”; provided, ,” provided that “Guaranteed Obligations” ABL Obligations consisting of a Guarantor obligations of any Loan Party arising under any Secured Hedge Agreement shall exclude any all Excluded Swap Obligations). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed ABL Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred would be owed by the Agent or any Lender in enforcing any rights under this Guaranty or any other Loan Document. For purposes Party to any Secured Party under or in respect of this Guaranty and any Guaranty Supplementthe Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) the term “reorganization or similar proceeding involving such other Loan Party.

Guaranty; Limitation of Liability. (a) Each Guarantor The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of the Borrower and each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise in each case exclusive of all Excluded Swap Obligations (such obligations guaranteed Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Lender Party in enforcing any rights under this Guaranty Supplement, the Guaranty, the Credit Agreement or any other Loan Document. For purposes Without limiting the generality of this the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Lender Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection. Notwithstanding anything to the contrary herein, the Lender Parties shall immediately release the guaranty of the undersigned at such time as the undersigned has completed Transfers and/or designations in compliance with Section 5.02(e) of the Credit Agreement such that the undersigned does not own, directly or indirectly any Guaranty Supplement, (i) the term “one or more Unencumbered Assets.

Guaranty; Limitation of Liability. (a) Each Guarantor (other than the Canadian Guarantors; it being understood that, solely for purposes of this Section 18, the Guarantors shall not include the Canadian Guarantors) hereby absolutely, unconditionally and irrevocably jointly and severally guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or stated maturity, by acceleration, demand acceleration or otherwise, of all obligations Revolver Obligations of each other Loan Party Borrowers owing to the Revolving Lenders now or hereafter existing under or in respect of (x) the any Loan DocumentsDocument, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, interest fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations obligations, to the extent not paid by Borrowers, being the “"Guaranteed Revolver Obligations"). Each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Term Loan Obligations of Borrowers owing to the Term Loan Lenders now or hereafter existing under any Loan Document, whether for principal, interest fees, expenses or otherwise (such obligations, to the extent not paid by Borrowers, being the "Guaranteed Term Loan Obligations"). The Guaranteed Revolver Obligations and the Guaranteed Term Loan Obligations are collectively referred to as the "Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a ". Each Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), hereby unconditionally and irrevocably jointly and severally agrees to pay any and all reasonable expenses (including, without limitation, including reasonable counsel fees and expenses of counselexpenses) incurred by the Agent or any Lender and Lenders in enforcing any rights under the guaranty set forth in this Guaranty Section 18. Without limiting the generality of the foregoing, the Guarantors' liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by Borrowers to Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any other Loan Document. For purposes of this Guaranty and any Guaranty Supplement, (i) the term “Borrower.

Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of (i) all Obligations of (A) the BV Borrower and (B) each Loan Party guaranteeing the Obligations of the BV Borrower, (ii) all obligations of the BV Borrower and each other Loan Party Restricted Subsidiary of the Original BV Borrower in respect of Cash Management Obligations and Secured Hedge Obligations and (iii) the Bilateral Obligations of each Bilateral Provider, in respect of each of the foregoing, whether now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, Guaranty NYDOCS01/1276206 absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any Lender in enforcing any rights under this Guaranty or any other Loan DocumentDocument in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. For purposes Without limiting the generality of this Guaranty the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Guarantor under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Guarantor. Notwithstanding anything herein or the Credit Agreement to the contrary, (i) the term “aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party or Subsidiary of a Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer Documents and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Agreements (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; providedprovided however that if the aggregate principal or notional amount of Obligations under all Secured Cash Management Agreements entered into by Non-Loan Parties (“Non-Loan Party Bank Product Agreements”) exceeds $10,000,000 at any time outstanding, that then the Guaranteed Obligations shall exclude all Obligations under Non-Loan Party Bank Product Agreements other than those Obligations (“Included Obligations”) designated in a writing delivered by the Borrower to the Administrative Agent as being included in the Guaranteed Obligations” of , subject to a Guarantor shall exclude any Excluded Swap maximum aggregate principal or notional amount for all Included Obligations of $10,000,000 at any time outstanding (all such GuarantorObligations under Non-Loan Party Bank Product Agreements excluded from the Guaranteed Obligations being “Excluded Obligations”)), and agrees to pay any and all reasonable and documented out-of-pocket expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty Guaranty. 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 Subsidiary of a Loan Party to the Administrative Agent or any other Secured Party under or in respect of the Loan Document. For purposes Documents and Secured Cash Management Agreements but for the fact that they are unenforceable or not allowable due to the existence of this Guaranty and any Guaranty Supplementa bankruptcy, (i) the term “reorganization or similar proceeding involving such other Loan Party or Subsidiary.

Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations obligations, indebtedness and liabilities of each other Loan Obligated Party now or hereafter existing under or in respect of (x) the Loan Documents, including, without limitation, the Obligations (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), as defined in the case of such cash management agreement or Hedge Credit Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement ) (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent or any Lender in enforcing any rights under this Guaranty or any other Loan Document. For purposes Without limiting the generality of this Guaranty the foregoing, Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Obligated Party 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 a bankruptcy, reorganization or similar proceeding involving such other Obligated Party. Notwithstanding the terms of the Credit Agreement or any related document, as concerns the obligations of Guarantor hereunder with respect to the Guaranteed Obligations, prepayment of the Guaranteed Obligations shall be required by Guarantor hereunder each time (to be paid within ten (10) days thereafter) Guarantor or any Affiliate thereof raises, from time to time, funds through the sales of equity interests in Guarantor or its Affiliates or obtains funds by borrowing from other sources; provided that (i) this prepayment requirement shall only apply to funds received by Guarantor or any Affiliate thereof after September 30, 2015, and then, after such date, only to sales of equity interests or borrowings from other sources if the term “total funds generated thereby from and after October 1, 2015, exceed Five Hundred Thousand Dollars ($500,000.00), and (ii) the total amount of any such prepayment required at a particular time by Guarantor hereunder, together with any prepayment then due under similar prepayment provisions included in other guarantees executed by Guarantor or its Affiliates in favor of Lender, is limited to fifty percent (50%) of the amount of funds then raised by such sale of equity interests or borrowings.

Guaranty; Limitation of Liability. (a) Each Guarantor hereby hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees the punctual payment when duepayment, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of any Borrower, in each case, in its capacity as a Borrower (and not as a Guarantor), each Loan Party guaranteeing the Obligations of any Borrower and each other Loan Party Restricted Subsidiary which is an obligor with respect to any Secured Hedge Agreements now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement Obligations now or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being Obligations, in each case excluding Excluded Swap Obligations and as otherwise limited as set forth herein with respect to the relevant Guarantors, the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all reasonable expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty or any other Loan Document. For purposes Document in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); provided, that in no event shall the Guaranteed Obligations of any Guarantor include any of its Obligations as a Borrower under the Credit Agreement and each Guarantor that is also a Borrower is executing this Guaranty solely in its capacity as a Guarantor and not as a Borrower. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Guarantor to any Secured Party under or in respect of the Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) the term “liquidation, receivership, examinership, administration, reorganization or similar proceeding involving such other Guarantor.

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

Guaranty; Limitation of Liability. Subject to the terms of the Credit Agreement, including, without limitation, Section 9.14: (a) Each Guarantor The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of the Borrower and each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations, but in each case, excluding all Excluded Swap Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Agent Administrative Agent, any Lender Party or any Lender Hedge Bank in enforcing any rights under this Guaranty Supplement, the Guaranty, the Credit Agreement or any other Loan Document. For purposes Without limiting the generality of this the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to the Administrative Agent, any Lender Party or any Hedge Bank under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and any Guaranty Supplement, (i) the term “constitutes a guaranty of payment and not merely of collection. Exh. C - 1

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

Guaranty; Limitation of Liability. Subject to the terms of the Credit Agreement, including, without limitation, Section 9.14: (a) Each Guarantor The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of the Borrower and each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations, but in each case, excluding all Excluded Swap Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Agent Administrative Agent, any Lender Party or any Lender Hedge Bank in enforcing any rights under this Guaranty Supplement, the Guaranty, the Credit Agreement or any other Loan Document. For purposes Without limiting the generality of this the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to the Administrative Agent, any Lender Party or any Hedge Bank under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, Exh. C - 1 reorganization or similar proceeding involving such other Loan Party. This Guaranty is and any Guaranty Supplement, (i) the term “constitutes a guaranty of payment and not merely of collection.

Guaranty; Limitation of Liability. (a) Each Guarantor The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of the BV Borrower, each Loan Party guaranteeing the Obligations of the BV Borrower and each other Loan Party Restricted Subsidiary of the Original BV Borrower which is an obligor with respect to the Cash Management Obligations now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise and the Bilateral Obligations of each Bilateral Provider (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of Guaranty NYDOCS01/1276206 counsel) incurred by the Administrative Agent or any Lender other in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan DocumentDocument in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. For purposes Without limiting the generality of this Guaranty the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Loan Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. Notwithstanding anything herein or the Credit Agreement to the contrary, (i) the term “aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) Each Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (provided that with respect to Obligations under or in respect of any Secured Hedge Agreement, the foregoing guarantee shall only be effective to the extent that such obligations Guarantor is an Eligible Guarantor at the time such Secured Hedge Agreement is entered into and such Obligations and such guarantee thereof are not Excluded Swap Obligations) (such Obligations, after giving effect to the immediately preceding proviso, being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, reasonable and documented fees and expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty or any other Loan Document. For purposes Without limiting the generality of this Guaranty the foregoing to the fullest extent permitted by applicable law, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) the term “reorganization or similar proceeding involving such other Loan Party.

Guaranty; Limitation of Liability. (a) Each Guarantor hereby The undersigned hereby, jointly and severally with the other Guarantors absolutely, unconditionally and irrevocably guarantees the punctual payment when duepayment, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “"Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor"), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty Supplement, the Subsidiary Guaranty or any other Loan Document. For purposes Without limiting the generality of the foregoing, the undersigned's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.(b) The undersigned, and by its acceptance of this Guaranty Supplement, the Administrative Agent and any each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement, (i) the term “Subsidiary Guaranty and the Obligations of the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement, the Subsidiary Guaranty and the Obligations of the undersigned hereunder and thereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the undersigned hereby irrevocably agree that the Obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty; Limitation of Liability. (ai) Each Guarantor hereby absolutely, unconditionally and irrevocably irrevocably, jointly and severally ("in solidum") guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or stated maturity, by acceleration, demand acceleration or otherwise, of all obligations of each other Loan Party now or hereafter existing under this Agreement or in respect of (x) the Loan Documentsany Note, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations obligations, to the extent not paid by such Loan Party or specifically waived in accordance with Section 9.01, being the “"Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor"), and agrees to pay any and all expenses (including, without limitation, including reasonable counsel fees and expenses of counselexpenses) incurred by the Administrative Agent or any Lender the Lenders in enforcing any rights under this Guaranty Article VII ("this Guaranty"). 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 Loan Party to the Administrative Agent or any Lender under this Agreement or any Note but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Loan Party. j) Each Guarantor and, by its acceptance of this Guaranty, the Administrative Agent and each other Loan DocumentLender, hereby confirms that it is the intention of all such parties that this Guaranty not constitute a fraudulent transfer or fraudulent conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal, state or Commonwealth of Puerto Rico law to the extent applicable to this Guaranty. To effectuate the foregoing intention, the Administrative Agent, each other Lender and each Guarantor hereby irrevocably agrees that, notwithstanding the fact that this is a joint and several Guaranty, the obligations of each Guarantor under this Guaranty shall not exceed the greater of (A) the benefit realized by such Guarantor from the proceeds of the Advances made from time to time by the Borrower to such Guarantor; and (B) the maximum amount that will, after giving effect to such maximum amount and all other probable contingent and fixed liabilities of such Guarantor that are relevant under applicable law, and after giving effect to any collections from, rights to receive contribution from, or payments made by or on behalf of the other Guarantor in respect of the obligations of such other Guarantor under this Guaranty, result in the obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or fraudulent conveyance. For purposes hereof, "Bankruptcy Law" means Titlx 00, Xxxxxx Xxxxxx Xxxe, or any similar Federal, state or Commonwealth of Puerto Rico law for the relief of debtors. Each Guarantor agrees that in the event any payment shall be required to be made to the Lenders under this Guaranty, such Guarantor will contribute, to the maximum extent such that the contribution will not result in a fraudulent transfer or fraudulent conveyance, such amounts to the other Guarantor so as to maximize the aggregate amount paid to the Lenders under this Agreement and the Notes. This is a guaranty of payment and not of collection, and is the primary obligation of each of the Guarantors; and the Administrative Agent or any Lender may, subject to the terms and conditions hereof, enforce this Guaranty against either Guarantor without any prior enforcement of the Guaranteed Obligations against the Borrower or the other Guarantor, and/or without any prior enforcement of any other collateral security held by the Administrative Agent or the Lenders as security for the payment and any Guaranty Supplement, (i) performance of the term “Borrower's obligations to the Administrative Agent and/or the Lenders.

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

Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of the BV Borrower, each Loan Party guaranteeing the Obligations of the BV Borrower and each other Loan Party Restricted Subsidiary that is an obligor with respect to the Cash Management Obligations now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise and the Bilateral Obligations of each Bilateral Provider (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty or any other Loan DocumentDocument in accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); Domestic Guaranty provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. For purposes Without limiting the generality of this Guaranty the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Guarantor to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Guarantor. Notwithstanding anything herein or the Credit Agreement to the contrary, (i) the term “aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

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

Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees guarantees, on a joint and several basis, the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations, but in each case 101 excluding all Excluded Swap Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty Agreement or any other Loan Document. For purposes 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 to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is and constitutes a guaranty of payment and not merely of collection. Each Guarantor that was a “Guarantor” (as defined in the Existing Credit Agreement) confirms that it has not been released from the “Guaranteed Obligations” (as defined in the Existing Credit Agreement) and that nothing in this Guaranty and any Guaranty SupplementArticle VII shall be construed as a discharge, (i) extinguishment or novation of the term “Guaranteed Obligations of such Guarantor outstanding under the Existing Agreement.

Guaranty; Limitation of Liability. (a) Each In order to induce Agent and Lenders to enter into this Agreement and to induce the Lenders to extend credit hereunder and to induce the Lenders or their affiliates provide Bank Products, and in recognition of the direct benefit received by the U.S. Subsidiary Guarantors from the extension of such credit and provision of such Bank Products, each U.S. Subsidiary Guarantor hereby absolutely, unconditionally and irrevocably guarantees (the undertaking by each U.S. Subsidiary Guarantor under this Section 15 being, as amended from time to time, the “Total Obligations Guaranty”) the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party Obligor now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent or any Lender other Secured Party in enforcing any rights under this Total Obligations Guaranty or any other Loan Document. For purposes Without limiting the generality of this Guaranty the foregoing, each U.S. Subsidiary Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplement, (i) other Obligor to any Secured Party under or in respect of the term “Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of any Insolvency Proceeding involving such other Obligor.

Guaranty; Limitation of Liability. (a) Each Guarantor Holdings hereby absolutely, unconditionally and irrevocably guarantees to the Collateral Agent, for the benefit of the Secured Parties, as primary obligor and not merely as surety, the punctual payment when duepayment, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, and performance of all obligations First Lien Obligations of each other Loan Party, the Specified Non Loan Party Hedge Obligations (subject to the limitation set forth in the definition thereof) and the Specified Non Loan Party Secured Cash Management Obligations (subject to the limitation set forth in the definition thereof) (as defined below), in each case, now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, increases, modifications, substitutions, amendments amendments, refinancings, refundings, replacements or renewals of any or all of the foregoing obligations)First Lien Obligations, the foregoing Specified Non Loan Party Hedge Obligations and the foregoing Specified Non Loan Party Secured Cash Management Obligations) and whether or not such action is committed, contemplated or provided for by the Loan Documents on the date hereof, whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations First Lien Obligations, Specified Non Loan Party Hedge Obligations (subject to the limitation set forth in the definition thereof) and Specified Non Loan Party Secured Cash Management Obligations (subject to the limitation set forth in the definition thereof), being the “Guaranteed First Lien Obligations”; provided,” provided that Guaranteed First Lien Obligations consisting of obligations of any Loan Party arising under any Secured Hedge Agreement shalland the Specified Non Loan Party Hedge Obligations shall, that “Guaranteed Obligations” of a Guarantor shall in each case, exclude any all Excluded Swap Obligations). Without limiting the generality of the foregoing, Holdings’ liability shall extend to all amounts that constitute part of the Guaranteed First Lien Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred would be owed by the Agent or any Lender in enforcing any rights under this Guaranty or any other Loan Document. For purposes Party to any Secured Party under or in respect of this Guaranty and any Guaranty Supplementthe Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) the term “reorganization or similar proceeding involving such other Loan Party.

Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees guarantees, jointly and severally, the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremiums (including, without limitation, any Yield Maintenance Premium and Prepayment Premium), fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees agrees, subject to and without limitation on the Credit Agreement, to pay any and all costs and expenses (including, without limitation, reasonable and documented fees and expenses of counsel, provided that if no Event of Default has occurred and is continuing, such costs and expenses of counsel shall be limited to a single form of primary outside counsel and, if necessary, one local counsel in each applicable jurisdiction, for the Secured Parties) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty Agreement or any other Loan Document, in each case as and to the extent payable under Section 10.04 the Credit Agreement (as if the obligations of the Borrower under such Section were obligations of such Guarantor). For purposes Without limiting the generality of this Guaranty the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) the term “reorganization or similar proceeding involving such other Loan Party.

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

Guaranty; Limitation of Liability. (a) Each Guarantor Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations (i) Obligations of each other Loan Party now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations) and (ii) obligations of each other Loan Party to pay the principal amount of all reimbursement obligations and unpaid drawings with respect to any letters of credit issued for the account of any such Loan Party by any Lender Party or any Affiliate thereof, provided that the obligations of the Loan Parties pursuant to this clause (ii) shall not, at any time, exceed $30,000,000 (the letters of credit described in this clause (ii), the “Secured Letters of Credit”), in each case, whether direct or indirect, absolute or contingent, and whether for principal, interestinterest (including, without limitation, Post Petition Interest), premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations and obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty or any other Loan Document. For purposes Without limiting the generality of this Guaranty the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, (i) the term “reorganization or similar proceeding involving such other Loan Party. 105 Amended and Restated KCSR Credit Agreement

Guaranty; Limitation of Liability. (a) Each Guarantor The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of the BV Borrower, each Loan Party guaranteeing the Obligations of the BV Borrower and each other Loan Party Restricted Subsidiary which is an obligor with respect to the Cash Management Obligations now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise and the Bilateral Obligations of each Bilateral Provider (such obligations Obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any Lender other in enforcing any rights under this Guaranty Supplement, the Guaranty or any other Loan DocumentDocument in Domestic Guaranty accordance with Section 10.04 of the Credit Agreement (including reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. For purposes Without limiting the generality of this Guaranty the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Loan Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. Notwithstanding anything herein or the Credit Agreement to the contrary, (i) the term “aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of (i) all Obligations of (A) the BV Borrower and (B) each Loan Party guaranteeing the Obligations of the BV Borrower, (ii) all obligations of the BV Borrower and each other Loan Party Foreign Subsidiary in respect of Cash Management Obligations and Secured Hedge Obligations and (iii) the Bilateral Obligations of each Bilateral Provider, in respect of each of the foregoing, whether now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to such agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor), and agrees to pay any and all reasonable expenses (including, without limitation, reasonable fees and reasonable out-of-pocket expenses of counsel) incurred by the Administrative Agent or any Lender other Secured Party in enforcing any rights under this Guaranty or any other Loan DocumentDocument in accordance with Section 10.04 of the Credit Agreement (including Attorney Costs of any law firm or other external counsel to the Administrative Agent); provided, however, that in no event shall the Guaranteed Obligations of any Guarantor include any of its obligations as a Borrower under the Credit Agreement. For purposes Without limiting the generality of this Guaranty the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Guaranty Supplementother Guarantor to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Guarantor. Notwithstanding anything herein or in the Credit Agreement to the contrary, (i) the term “aggregate principal amount of all Bilateral Obligations guaranteed hereby shall not exceed $40,000,000 and (ii) to the extent that Bilateral Obligations are cash collateralized or otherwise guaranteed (other than pursuant hereunder), such Bilateral Obligations shall not be guaranteed hereby.

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

Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations Obligations of the Borrower, each other Loan Party Subsidiary Borrower and each LC Subsidiary now or hereafter existing under or in respect of (x) the Loan Documents, (y) any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, credit card processing, purchase card, ACH transactions, electronic funds transfer and other cash management arrangements (a “Secured Cash Management Agreement”) and (z) any Hedge Agreement (a “Secured Hedge Agreement”), in the case of such cash management agreement or Hedge Credit Agreement, between of all Obligations of the Borrower and any Person that is a Lender the Hedge Subsidiaries now or an Affiliate hereafter existing under the Hedge Agreements, and of a Lender at all Obligations of the time that it becomes a party to such agreement Borrower and its Subsidiaries now or hereafter existing under Operating Indebtedness Agreements (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligationsObligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise otherwise, (such obligations Obligations being the “"Guaranteed Obligations”; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor"), and agrees to pay any and all reasonable and documented expenses (including, without limitation, reasonable and documented fees and out-of-pocket expenses of counsel) incurred by the Agent Agent, any other Lender Party, or any Lender Hedge Bank in enforcing any rights under this Guaranty Guaranty. 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 to any Lender Party under or in respect of the Credit Agreement or to any Hedge Bank under or in respect of a Hedge Agreement or to any Operating Lender under or in respect of an Operating Indebtedness Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Document. For purposes of this Guaranty and any Guaranty Supplement, (i) the term “Party.