Common use of Guaranty; Limitation of Liability Clause in Contracts

Guaranty; Limitation of Liability. The undersigned hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or 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 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”). The Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, 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 under this Guaranty, and the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty; Limitation of Liability. The undersigned hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and the Secured Obligations whether for principal, interest, premiums, fees fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender Parties 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 Lender Secured Parties in connection with the collection or enforcement thereof), and whether recovery upon such 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 Guarantor or the Borrower under any 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”). The Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the undersigned Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the undersigned Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty; Limitation of Liability. The undersigned (a) Guarantor hereby absolutely absolutely, unconditionally and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt irrevocably guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, and at of all times thereafterobligations, of any and all existing and future indebtedness and liabilities of every kindthe Borrower on or for the Note, nature and characternow or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damagescontract causes of action, costs, expenses or otherwise, of the Borrower to the Lender Parties arising under the Credit Agreement otherwise (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 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, obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Lender in enforcing any rights under this Guaranty or the Note. The Administrative AgentWithout limiting the generality of the foregoing, Guarantor’s books liability shall extend to all amounts that constitute part of the Guaranteed Obligations and records showing would be owed by the amount 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 admissible 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 evidence 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 action or proceedingAffiliate thereof after September 30, 2015, and shall be binding upon then, after such date, only to sales of equity interests or borrowings from other sources if the undersigned total funds generated thereby from and conclusive for after October 1, 2015, exceed Five Hundred Thousand Dollars ($500,000.00), and (ii) the purpose total amount of establishing 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. (b) Guarantor, and by its acceptance of this Guaranty, the Guaranteed Obligations. This Lender, hereby confirms that it is the intention of all such Persons that 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 and the obligations of Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law (as hereinafter defined), 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 Guarantor hereunder. To effectuate the foregoing intention, the Lender and the Guarantor hereby irrevocably agree that the obligations of Guarantor under this Guaranty, and the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the undersigned hereunder Guaranty at any time shall be limited to an aggregate the maximum amount equal to as will result in the largest amount that would obligations of Guarantor under this Guaranty not render its obligations hereunder subject to avoidance as constituting a fraudulent transfer or conveyance under Section 548 of the conveyance. For purposes hereof, “Bankruptcy Code (Law” means Title 11, United States U.S. Code) , or any comparable provisions of any similar foreign, federal or state lawlaw for the relief of debtors.

Guaranty; Limitation of Liability. (a) The undersigned Guarantor hereby absolutely absolutely, unconditionally and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt irrevocably guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of the Applicable Percentage (as defined below) of all payment, performance and at all times thereafterother obligations of the Guaranteed Borrower now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all existing and future indebtedness and liabilities of every kindthe foregoing Obligations), nature and character, whether direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, reimbursement obligations, premiums, fees fees, indemnities, damagescontract causes of action, costs, expenses or otherwise, including, without limitation, (i) the obligation of the Guaranteed Borrower to the Lender Parties arising under the pay principal, interest, Letter of Credit Agreement (including all renewalsfees, extensionscharges, amendmentsexpenses, refinancings and other modifications thereof and all costsfees, attorneys’ fees and expenses incurred disbursements, indemnities and other amounts payable by the Lender Parties Guaranteed Borrower under any Loan Document, (ii) the obligation of the Guaranteed Borrower to reimburse any amount in connection with respect of any drawing under any Letter of Credit issued for the collection account of the Guaranteed Borrower and (iii) any liability of the Guaranteed Borrower on any claim, whether or enforcement thereof)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 recovery upon or not such indebtedness and liabilities may be claim is discharged, stayed or hereafter become unenforceable or shall be an allowed or disallowed claim under otherwise affected by 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, such obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by any Beneficiary in enforcing any rights under this Guaranty or any other Loan Document. The Administrative AgentAs used herein, “Applicable Percentage” shall mean (i) 100%, at any time that the Guaranteed Borrower [has Reference Ratings of less than BBB- by S&P and Baa3 by Xxxxx’x][the Guaranteed Borrower is not in compliance with the financial covenant described in Section 5.02 of the Credit Agreement] and (ii) 0%, at any time that the Guaranteed Borrower has Reference Ratings of at least BBB- by S&P and Baa3 by Xxxxx’x and the Guaranteed Borrower is in compliance with the financial covenant described in Section 5.02 of the Credit Agreement. Without limiting the generality of the foregoing, the Guarantor’s books and records showing the amount liability shall extend to all amounts that constitute part of the Guaranteed Obligations shall and would be admissible owed by any other Borrower to any Beneficiary under or in evidence in any action or proceeding, and shall be binding upon respect of the undersigned and conclusive Loan Documents but for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall fact that they are unenforceable or 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 allowable due to the Guaranteed Obligations which might otherwise constitute existence of a defense to the obligations of the Guarantor under this Guarantybankruptcy, and the undersigned hereby irrevocably waives any defenses it may now have reorganization or hereafter acquire in any way relating to any or all 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawproceeding involving such other Borrower.

Guaranty; Limitation of Liability. The undersigned Guarantor hereby absolutely absolutely, unconditionally and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt irrevocably guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of the Applicable Percentage (as defined below) of all payment, performance and at all times thereafterother obligations of the Borrower now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all existing and future indebtedness and liabilities of every kindthe foregoing obligations), nature and character, whether direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, reimbursement obligations, premiums, fees fees, indemnities, damagescontract causes of action, costs, expenses or otherwise, including, without limitation, (i) the obligation of the Borrower to the Lender Parties arising under the Credit Agreement (including all renewalspay principal, extensionsinterest, amendmentscharges, refinancings and other modifications thereof and all costsexpenses, fees, attorneys’ fees and expenses incurred disbursements, indemnities and other amounts payable by the Lender Parties in connection with the collection or enforcement thereof), and whether recovery upon such 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 LawsLoan 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 including interest that accrues after the commencement whether or not such claim is discharged, stayed or otherwise affected by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, such obligations being the “Guaranteed Obligations”). The Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the undersigned agrees to pay any and conclusive for the purpose all expenses (including, without limitation, fees and expenses of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected counsel) incurred by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations Lender in enforcing any rights under this Guaranty or any instrument or agreement evidencing any Guaranteed Obligationsother Loan Document. As used herein, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.“

Guaranty; Limitation of Liability. The undersigned hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and the Secured Obligations whether for principal, interest, premiums, fees fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender Parties 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 Lender Secured Parties in connection with the collection or enforcement thereof), and whether recovery upon such 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 Guarantor or the Borrower under any 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”). The Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the undersigned Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the undersigned Guarantor hereby irrevocably waives any defenses (other than any Specified Defenses) it may now have or hereafter acquire in any way relating to any or all 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty; Limitation of Liability. (a) The undersigned hereby absolutely absolutely, unconditionally and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt irrevocably guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all Obligations of the European Borrower now or hereafter existing under or in respect of the Loan Documents, the Secured Hedge Agreements and at all times thereafterthe Secured Cash Management Agreements (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all existing and future indebtedness and liabilities of every kindthe foregoing Obligations), nature and character, whether direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiumspremium, fees fees, indemnities, damagescontract causes of action, costs, expenses or otherwise (such 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 to now or hereafter existing under or in respect of the Lender Parties arising under Loan Documents, the Credit Agreement Secured Hedge Agreements and the Secured Cash Management Agreements (including all renewalsincluding, without limitation, any extensions, amendmentsmodifications, refinancings and other modifications thereof and substitutions, amendments or renewals of any or all costsof the foregoing Obligations), attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection whether direct or enforcement thereof)indirect, absolute or contingent, and whether recovery upon for principal, interest, premium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such 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 Obligations being the undersigned or “Guaranteed US Obligations” and, together with 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 (collectivelyGuaranteed European Obligations, the “Guaranteed Obligations”). The Administrative Agentundersigned agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by any Agent or Lender Party in enforcing any rights under this Guaranty Supplement, the Credit Agreement or any other Loan Document. Without limiting the generality of the foregoing, the undersigned’s books liability shall extend to all amounts that constitute part of the European Guaranteed Obligations and records showing the amount liability of each undersigned that is a New US Obligations Guarantor shall extend to all amounts that constitute part of the Guaranteed Obligations shall US Obligations, in each case that would be admissible owed by the European Borrower or the US Borrower, respectively, to any Lender Party under or in evidence in any action respect of the Loan Documents, the Secured Hedge Agreements and the Secured Cash Management Agreements but for the fact that they are unenforceable or proceedingnot allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. (b) The undersigned, and shall be binding upon by its acceptance of this Guaranty Supplement, the Administrative Agent and each Lender Party, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement, the Credit Agreement and the Obligations of each undersigned and conclusive for that is organized under the purpose laws of establishing the amount a state of the Guaranteed Obligations. This Guaranty shall United States or the District of Columbia hereunder and thereunder not be affected by constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the genuinenessUniform Fraudulent Conveyance Act, validity, regularity or enforceability of the Guaranteed Obligations Uniform Fraudulent Transfer Act or any instrument similar foreign, federal 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 state law to the Guaranteed extent applicable to this Guaranty Supplement, the Guaranty and the Obligations which might otherwise constitute a defense to of such undersigned hereunder and thereunder. To effectuate the obligations of the Guarantor under this Guarantyforegoing intention, each Agent, each other Lender Party and the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all agree that the Obligations of each undersigned that is organized under the laws of a state of the foregoing. Anything contained herein United States or the District of Columbia with respect to the contrary notwithstanding, the obligations of the undersigned hereunder Guaranty at any time shall be limited to an aggregate the maximum amount equal to as will result in the largest amount that would Obligations of such undersigned under the Guaranty not render its obligations hereunder subject to avoidance as constituting a fraudulent transfer or conveyance conveyance. (c) The undersigned hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Lender Party with respect to the Guaranty or any other guaranty, the undersigned 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 Lender Parties under Section 548 or in respect of the Bankruptcy Code Loan Documents, the Secured Hedge Agreements and the Secured Cash Management Agreements; provided that each European Obligations Guarantor shall only be required to contribute such amounts to other European Obligations Guarantors. (Title 11, United States Coded) or any comparable provisions of any similar federal or state law.[Insert applicable limitations language]

Guaranty; Limitation of Liability. The undersigned hereby absolutely Each of Holdings and Water Soft hereby, unconditionally and irrevocably, jointly and severally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collectiontogether with the Subsidiary Guarantors pursuant to the Cypress Guaranty, prompt the punctual payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, of all the Loans, Notes, debts, principal, interest (including any interest that, but for the provisions of the Bankruptcy Code, would have accrued), premiums, liabilities, obligations, fees, charges, costs, covenants, and at all times thereafter, duties of any kind and all existing description owing by AMTROL to the Lenders pursuant to or evidenced by the Cypress Loan Documents and future indebtedness and liabilities irrespective of every kindwhether for the payment of money, nature and character, whether direct or indirect, absolute or contingent, liquidated due or unliquidatedto become due, voluntary now existing or involuntary 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, fees indemnities, damages, costs, expenses or 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 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 case, proceeding or other action relating to bankruptcy, insolvency or reorganization of AMTROL), fees, expenses or otherwise (such obligations, to the extent not paid by AMTROL, being the "GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Lenders in enforcing any rights under any Debtor Relief Laws (collectivelythe guaranty set forth in this Section 9. Without limiting the generality of the foregoing, the “Guaranteed Obligations”). The Administrative Agent’s books liability of Holdings and records showing the amount Water Soft shall extend to all amounts that constitute part of the Guaranteed Obligations shall and would be admissible in evidence in owed by AMTROL to the Lenders under any action or proceeding, and shall be binding upon the undersigned and conclusive Cypress Loan Document but 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 fact that such Guaranteed Obligations are unenforceable 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 not allowable due to the Guaranteed Obligations which might otherwise constitute existence of a defense to the obligations of the Guarantor under this Guarantybankruptcy, and the undersigned hereby irrevocably waives any defenses it may now have reorganization or hereafter acquire in any way relating to any or all 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawproceeding involving AMTROL.

Guaranty; Limitation of Liability. The undersigned Guarantor hereby absolutely absolutely, unconditionally and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt irrevocably guarantees the punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, of all payment, performance and at all times thereafterother obligations of the Guaranteed Borrower now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any and or all existing and future indebtedness and liabilities of every kindthe foregoing Obligations), nature and character, whether direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, reimbursement obligations, premiums, fees fees, indemnities, damagescontract causes of action, costs, expenses or otherwise, including, without limitation, (i) the obligation of the Guaranteed Borrower to the Lender Parties arising under the pay principal, interest, Letter of Credit Agreement (including all renewalsfees, extensionscharges, amendmentsexpenses, refinancings and other modifications thereof and all costsfees, attorneys’ fees and expenses incurred disbursements, indemnities and other amounts payable by the Lender Parties Guaranteed Borrower under any Loan Document, (ii) the obligation of the Guaranteed Borrower to reimburse any amount in connection with respect of any drawing under any Letter of Credit issued for the collection account of the Guaranteed Borrower and (iii) any liability of the Guaranteed Borrower on any claim, whether or enforcement thereof)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 recovery upon or not such indebtedness and liabilities may be claim is discharged, stayed or hereafter become unenforceable or shall be an allowed or disallowed claim under otherwise affected by 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, such obligations being the “Guaranteed Obligations”). The Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the undersigned agrees to pay any and conclusive for the purpose all reasonable expenses (including, without limitation, fees and expenses of establishing the amount of the Guaranteed Obligations. This counsel) incurred by any Beneficiary in enforcing any rights under this Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all 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 (Title 11, United States Code) or any comparable provisions of any similar federal or state lawother Loan Document.

Guaranty; Limitation of Liability. The undersigned hereby absolutely (a) Each Subsidiary Guarantor hereby, jointly and unconditionally guaranteesseverally with the other Guarantors, as a guaranty of payment and performance primary obligor and not merely as a guaranty surety, absolutely, unconditionally and irrevocably guarantees to the Agents, for the benefit of collectionthe Secured Parties, prompt the punctual payment in full when due, whether at stated maturityscheduled maturity or on any date of a required prepayment or by declaration, by required prepayment, upon 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 at all times thereafterwhether due or to become due, of all Obligations of each other Loan Party under or in respect of the Loan Documents (as used herein, collectively, the “Secured Documents”) (including, without limitation, any and extensions, modifications, substitutions, amendments or renewals of any or all existing and future indebtedness and liabilities of every kindthe foregoing Obligations), nature and character, whether direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender Parties arising under the Credit Agreement interest (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by interest at the Lender Parties in connection with the collection contract rate applicable upon default accrued or enforcement thereof), and whether recovery upon such 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 accruing after the commencement by or against the Borrower of any proceeding under Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any Debtor Relief Laws successor statute (collectivelythe “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, costs (including, without limitation, costs of collection), expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by each Agent or any 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 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. This Guaranty is a guaranty of payment and not of collectability. (b) The Administrative Agent’s books Agents, the other Secured Parties and records showing the Subsidiary Guarantors hereby irrevocably agree that, notwithstanding any term or provision of this Guaranty or any other Loan Document to the contrary, the maximum aggregate amount of the Guaranteed Obligations for which each Subsidiary Guarantor shall be admissible in evidence in any action or proceeding, 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 under this Guaranty, and the undersigned hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the undersigned hereunder liable at any time shall not exceed the maximum amount for which such Subsidiary Guarantor can be limited liable without rendering this Guaranty or any other Loan Document, as it relates to an aggregate amount equal to the largest amount that would not render its obligations hereunder such Subsidiary Guarantor, subject to avoidance as a under applicable law relating to fraudulent conveyance or fraudulent transfer or conveyance under (including Section 548 of the Bankruptcy Code Code, Section 286 of the Companies Xxx 0000 or any applicable provisions of comparable state or other applicable law) (Title 11collectively, United States Codethe “Fraudulent Transfer Laws”), in each case after giving effect (a) to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor in respect of intercompany Indebtedness to the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder) and (b) to the value as assets of the Subsidiary Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by the Subsidiary Guarantor pursuant to (i) applicable law, (ii) this Section 1(b) or (iii) any comparable provisions other Contractual Obligations providing for an equitable allocation among such Subsidiary Guarantor and other Guarantors, Subsidiaries or Affiliates of the Borrower of Obligations arising under this Section 1(b) or other guaranties of the Obligations of the Borrower by any similar federal parties. (c) Each Subsidiary Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guaranty or state the Holdings Guaranty or any other guaranty, such Subsidiary Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Subsidiary Guarantor and Holdings and each other guarantor and surety so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Secured Documents.