Common use of Guaranty of Payment and Performance Clause in Contracts

Guaranty of Payment and Performance. Each Guarantor hereby jointly and severally unconditionally guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Bankruptcy Code of the United States and the operation of §§502(b) and 506(b) of the Bankruptcy Code of the United States. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by each Guarantor. Payments by each Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by any Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law.

Guaranty of Payment and Performance. Each As each Guarantor expects to receive substantial direct and indirect benefits from the extensions of credit by Lender to the Borrowers, for value received and hereby acknowledged, and as an inducement to the Lender to make or continue the Term Loans, each Guarantor hereby absolutely, unconditionally and jointly and severally unconditionally with the other Guarantors guarantees to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-paymentprepayment, by acceleration or otherwise), as well as the performance, of all of the Obligations, Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code of the United States and the operation of §§502(b) and 506(b) of the Bankruptcy Code of the United StatesCode. This Guaranty contained herein is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only only, and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Xxxxxx first attempt to collect any of the Obligations from the any Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance If an Event of any of the ObligationsDefault shall occur, the obligations of the Guarantors each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentLender, without demand or notice of any nature, all of which are expressly waived by each such Guarantor. Payments by each Guarantor the Guarantors hereunder may be required by the Administrative Agent Xxxxxx on any number of occasions. All payments by any Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder shall be made to is joint and several with the Administrative Agent, in the manner other Guarantors and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other Person(s) who may guarantee the Obligations under and in respect of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state lawAgreement.

Guaranty of Payment and Performance. Each As each Guarantor expects to receive substantial direct and indirect benefits from the extensions of credit by Lender to the Borrowers, for value received and hereby acknowledged, and as an inducement to the Lender to make the Term Loan, each Guarantor hereby absolutely, unconditionally and jointly and severally unconditionally with the other Guarantors guarantees to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-paymentprepayment, by acceleration or otherwise), as well as the performance, of all of the Obligations, Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code of the United States and the operation of §§502(b) and 506(b) of the Bankruptcy Code of the United StatesCode. This Guaranty contained herein is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only only, and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the any Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance If an Event of any of the ObligationsDefault shall occur, the obligations of the Guarantors each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentLender, without demand or notice of any nature, all of which are expressly waived by each such Guarantor. Payments by each Guarantor the Guarantors hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by any Each Guarantor hereby acknowledges and agrees that such Guarantor's liability hereunder shall be made to is joint and several with the Administrative Agent, in the manner other Guarantors and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other Person(s) who may guarantee the Obligations under and in respect of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state lawAgreement.

Guaranty of Payment and Performance. Each Guarantor hereby jointly and severally unconditionally guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(ass.362(a) of the Federal Bankruptcy Code of the United States and the operation of §§502(bss.ss.502(b) and 506(b) of the Federal Bankruptcy Code of the United StatesCode. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Borrower Borrowers or resort to any collateral security or other means of obtaining payment. Should the Borrower Borrowers default in the payment or performance of any of the Obligations, the obligations of the Guarantors each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by each such Guarantor. Payments by each any Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by any Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding Each Guarantor acknowledges and agrees that all payments by such Guarantor hereunder shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any provision taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. If any such obligation is imposed upon any Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the contrary contained herein or in any other Administrative Agent, for the account of the Loan Documents Lenders or Swap Contracts(as the case may be) the Administrative Agent, on the obligations of each Guarantor under this Guaranty date on which such amount is due and the other Loan Documents payable hereunder, such additional amount in Dollars as shall be limited necessary to an aggregate enable the Lenders or the Administrative Agent to receive the same net amount equal which the Lenders or the Administrative Agent would have received on such due date had no such obligation been imposed upon such Guarantor. Each Guarantor will deliver promptly to the largest amount that would not render Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state lawGuarantor hereunder.

Guaranty of Payment and Performance. Each For value received and hereby acknowledged and as an inducement to the Lenders to make Loans to the Borrowers, each Guarantor hereby jointly absolutely, unconditionally and severally unconditionally irrevocably guarantees to the Lenders Administrative Agent and the Administrative Agent Lenders, the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code of the United States and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code of (such obligations collectively being the United States“Guaranteed Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and §6 is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the applicable Borrower or, as the case may be, Borrowers or resort to any collateral security or other means of obtaining payment. Should the any Borrower default in the payment or performance of any of the its Obligations, the obligations of the Guarantors each Guarantor hereunder with respect to such the Guaranteed Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Lenders, and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by each Guarantor. Payments by each Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by any Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision anything to the contrary contained herein or in this §6, the parties hereto agree that Paperchase shall not be required to be a guarantor of any other of the Loan Documents or Swap Contracts, Obligations hereunder. The guarantee by each of the obligations of each Guarantor Borrowers pursuant to this Section 6.1 is without prejudice to its liability as a principal debtor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state lawAgreement.

Guaranty of Payment and Performance. Each As each Guarantor expects to receive substantial direct and indirect benefits from the extensions of credit by Agent and the other Secured Parties to the Borrowers, for value received and hereby acknowledged, and as an inducement to the Lenders to make the Loans, each Guarantor hereby reaffirms its guaranties to Agent and the other Secured Parties under the Existing Loan Agreement to which such Guarantor is a party and hereby absolutely, unconditionally and jointly and severally unconditionally with the other Guarantors guarantees to the Lenders Agent and the Administrative Agent other Secured Parties the full and punctual payment when due (whether at stated maturity, by required pre-paymentprepayment, by acceleration or otherwise), as well as the performance, of all of the Obligations, Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code of the United States and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code of the United StatesCode. This Guaranty contained herein is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the any Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance If an Event of any of the ObligationsDefault shall occur, the obligations of the Guarantors each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Agent and the Administrative Agentother Secured Parties, without demand or notice of any nature, all of which are expressly waived by each such Guarantor. Payments by each Guarantor the Guarantors hereunder may be required by the Administrative Agent or any Lender on any number of occasions. All payments by any Each Guarantor hereby acknowledges and agrees that such Guarantor's liability hereunder shall be made to is joint and several with the Administrative Agent, in the manner other Guarantors and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other Person(s) who may guarantee the Obligations under and in respect of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state lawAgreement.

Guaranty of Payment and Performance. Each The Guarantor hereby jointly and severally unconditionally guarantees to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code of the United States and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code in a bankruptcy or other insolvency proceeding of the United StatesBorrower. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Borrower or any other Person or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the joint and several obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentLender, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentLender, without demand or notice of any nature, all of which are expressly waived by each the Guarantor. Payments by each the Guarantor hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by any the Guarantor hereunder shall be made to the Administrative AgentLender, in the manner and at the place of payment specified therefor in the Credit AgreementNote, for the account of the Lenders Lender. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Administrative AgentGuarantor is compelled by law to make such deduction or withholding. Notwithstanding If any provision such obligation is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the contrary contained herein Lender on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Lender certificates or in any other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty paragraph shall survive the payment in full of the Obligations and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions termination of any applicable state lawthis Guaranty.

Guaranty of Payment and Performance. Each Guarantor hereby Contingent Obligor hereby, jointly and severally unconditionally severally, guarantees to the Lenders and the Administrative Agent (on behalf of the Lenders) the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise)) of the Advances, as well as and the performance, of all liabilities, agreements and other obligations of the ObligationsBorrower to the Administrative Agent, including all such which would become due but for the operation Lender Collateral Agent (on behalf of itself and the Lenders) and to each of the automatic stay pursuant Lenders under the Transaction Documents, whether direct or indirect, absolute or contingent, due or to §362(a) of become due, secured or unsecured, now existing or hereafter arising or acquired (collectively, the Bankruptcy Code of the United States and the operation of §§502(b) and 506(b) of the Bankruptcy Code of the United States"GUARANTEED OBLIGATIONS"). This Guaranty The guaranty provided hereunder is an absolute, unconditional and continuing irrevocable guaranty of the full and punctual payment and performance of all of the Guaranteed Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Guaranteed Obligations from the Borrower or resort to any collateral security or other means of obtaining their payment. Should the Borrower default in the payment or performance of any of the Guaranteed Obligations, the obligations of the Guarantors hereunder with respect to such Obligations the payment or performance in default shall, upon demand by the Administrative Agent, of each Contingent Obligor hereunder shall become immediately due and payable to the Administrative Agent, for the benefit Agent (on behalf of the Lenders and the Administrative AgentLenders), without demand or notice of any nature, all of which are expressly waived by each GuarantorContingent Obligor. Payments by each Guarantor the Contingent Obligors hereunder may be required by the Administrative Agent (on behalf of the Lenders) on any number of occasions. All payments by any Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law.

Guaranty of Payment and Performance. Each As each Guarantor expects to receive substantial direct and indirect benefits from the extensions of credit by Agent and the other Secured Parties to the Borrowers, for value received and hereby acknowledged, and as an inducement to the Lenders to make the Loans, each Guarantor hereby reaffirms its guaranties to Agent and the other Secured Parties under the Existing Guaranty to which such Guarantor is a party and hereby absolutely, unconditionally and jointly and severally unconditionally with the other Guarantors guarantees to the Lenders Agent and the Administrative Agent other Secured Parties the full and punctual payment when due (whether at stated maturity, by required pre-paymentprepayment, by acceleration or otherwise), as well as the performance, of all of the Obligations, Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code of the United States and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code of the United StatesCode. This Guaranty contained herein is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the any Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance If an Event of any of the ObligationsDefault shall occur, the obligations of the Guarantors each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Agent and the Administrative Agentother Secured Parties, without demand or notice of any nature, all of which are expressly waived by each such Guarantor. Payments by each Guarantor the Guarantors hereunder may be required by the Administrative Agent or any Lender on any number of occasions. All payments by any Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder shall be made to is joint and several with the Administrative Agent, in the manner other Guarantors and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other Person(s) who may guarantee the Obligations under and in respect of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state lawAgreement.

Guaranty of Payment and Performance. Each The Guarantor hereby jointly and severally unconditionally guarantees to the Lenders and the Administrative Agent Bank the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as and the performance, of all of the Bank Obligations, including all such which would become due but for the operation without limitation payment and performance in full of the automatic stay pursuant to §362(a) Revolving Credit Note and Term Note, and all other liabilities, agreements and other obligations of the Bankruptcy Code Borrowers to the Bank, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, overdraft or otherwise) (the "Guaranteed Obligations"); provided, however, that the Guarantor's liability for its guaranty hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States and the operation of §§502(b) and 506(bBankruptcy Code or any comparable provision(s) of the Bankruptcy Code of the United Statesany applicable state law. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guaranteed Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Bank first attempt to collect any of the Guaranteed Obligations from the Borrower Borrowers or resort to any collateral security or other means of obtaining their payment. Should the Borrower Borrowers default in the payment or performance of any of the Guaranteed Obligations, the obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentBank, without demand or notice of any nature, all of which are expressly waived by each the Guarantor. Payments by each the Guarantor hereunder may be required by the Administrative Agent Bank on any number of occasions. All payments by any Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law.

Guaranty of Payment and Performance. Each Guarantor of the Guarantors hereby jointly and severally unconditionally guarantees to the Lenders and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of Xxxxx 00, Xxxxxx Xxxxxx Code (the “Federal Bankruptcy Code of the United States Code”) and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code of the United StatesCode. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the obligations of each of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by each Guarantorof the Guarantors. Payments by each Guarantor the Guarantors hereunder may be required by the Administrative Agent on any number of occasions. All payments by any Guarantor the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision Anything contained herein to the contrary contained herein or in any other of the Loan Documents or Swap Contractsnotwithstanding, the obligations of each Guarantor under this Guaranty and the other Loan Documents Guarantors hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render such its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under §548 of the Debtor Relief Laws Federal Bankruptcy Code or any comparable provisions of any applicable similar federal or state law.

Guaranty of Payment and Performance. Each The Guarantor hereby jointly and severally unconditionally guarantees to the Lenders Administrative Agent, for the benefit of itself and the Administrative Agent other Credit Parties, the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, including including, without limitation, (i) the Xxxxxx Germany Obligations, the Xxxxxx Luxembourg Obligations and the Xxxxxx Switzerland Obligations, (ii) Obligations owing to a Credit Party in respect of Specified Hedge Agreements and Cash Management Agreements by any of the Guarantor or the Companies, and (iii) all such which would become due but for the operation of the automatic stay pursuant to §§ 362(a) of the Bankruptcy Code of the United States and the operation of §§§ 502(b) and 506(b) of the Bankruptcy Code of the United States. This BGI Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender other Credit Party first attempt to collect any of the Obligations from the Borrower any Company or resort to any collateral security or other means of obtaining payment. Should the Borrower any Company default in the payment or performance of any of the Obligations, the obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Administrative Agent and the Administrative Agentother Credit Parties, without demand or notice of any nature, all of which are expressly waived by each the Guarantor. Payments by each the Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by any the Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty Agent and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state lawCredit Parties.

Guaranty of Payment and Performance. Each Guarantor hereby jointly (i) ratifies and severally unconditionally affirms the Existing Guaranty, (ii) agrees to amend and restate the Existing Guaranty so that, as amended and restated, it reads in its entirety as provided herein, and (iii) guarantees to the Lenders U.S. Facility Secured Parties and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, U.S. Facility Obligations including all such U.S. Facility Obligations which would become due but for the operation of the automatic stay pursuant to §362(a) of the U.S. Bankruptcy Code of the United States and the operation of §§502(b) and 506(b) of the U.S. Bankruptcy Code of or any stay created pursuant to or in accordance with the United StatesCompanies’ Creditor Arrangement Act (Canada) or the Bankruptcy and Insolvency Act (Canada). This Guaranty Guarantee is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the U.S. Facility Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender U.S. Facility Secured Party first attempt to collect any of the U.S. Facility Obligations from the U.S. Borrower or resort to any collateral security or other means of obtaining payment. Should the U.S. Borrower default in the payment or performance of any of the U.S. Facility Obligations, the obligations of the Guarantors each Guarantor hereunder with respect to such U.S. Facility Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders U.S. Facility Secured Parties and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by each Guarantor. Payments by each Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by any each Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders U.S. Facility Secured Parties and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law.

Guaranty of Payment and Performance. Each Guarantor The Guarantors hereby jointly and severally unconditionally guarantees guarantee to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code of the United States and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code in a bankruptcy or other insolvency proceeding of the United StatesBorrower. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Borrower or any other Person or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the joint and several obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentLender, without demand or notice of any nature, all of which are expressly waived by each Guarantorthe Guarantors. Payments by each Guarantor the Guarantors hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by any Guarantor the Guarantors hereunder shall be made to the Administrative AgentLender, in the manner and at the place of payment specified therefor in the Credit AgreementNote, for the account of the Lenders Lender. Each Guarantor shall make all payments hereunder without setoff or counterclaim and the Administrative Agentfree and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or withholding. Notwithstanding If any provision such obligation is imposed upon such Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the contrary contained herein Lender on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon such Guarantor. Each Guarantor will deliver promptly to the Lender certificates or in any other of the Loan Documents valid vouchers for all taxes or Swap Contracts, the other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of each Guarantor under this Guaranty paragraph shall survive the payment in full of the Obligations and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions termination of any applicable state lawthis Guaranty.

Guaranty of Payment and Performance. Each The Guarantor hereby jointly and severally unconditionally guarantees to the Lenders and the Administrative Agent Noteholders the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the obligations, agreements and covenants of Apparel contained in the Note (collectively, the "Obligations, ") including all such which would become due but for the operation of the automatic stay pursuant to §362(ass.362(a) of the Federal Bankruptcy Code of the United States and the operation of §§502(bss.ss.502(b) and 506(b) of the Federal Bankruptcy Code of the United StatesCode. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Noteholders first attempt to collect any of the Obligations from the Borrower Apparel or resort to any collateral security or other means of obtaining payment. Should the Borrower Apparel default in the payment or performance of any of the Obligations, the obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agentappropriate Noteholder, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative Agentsuch Noteholder, without demand or notice of any nature, all of which are expressly waived by each the Guarantor. Payments by each the Guarantor hereunder may be required by the Administrative Agent any Noteholder on any number of occasions. All payments by any Guarantor hereunder shall be made to the Administrative Agentappropriate Noteholder, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state lawNoteholder.

Guaranty of Payment and Performance. Each Guarantor hereby jointly and severally severally, irrevocably and unconditionally guarantees to the Lenders Secured Party and the Administrative Agent Investors the full and punctual payment when due (whether at stated maturity, by required pre-paymentpursuant to a mandatory prepayment requirement, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), as well as and the performance, of all liabilities, agreements and other obligations of the ObligationsBorrower to the Secured Party and the Investors, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all such which would become due but for Obligations (as defined in the operation of the automatic stay pursuant to §362(a) of the Bankruptcy Code of the United States and the operation of §§502(bSecurity Agreement) and 506(b) of any other obligations under the Bankruptcy Code of Purchase Agreement, the United StatesNotes and other Transaction Documents (collectively, the “Guarantied Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guarantied Obligations and not of their collectibility collectability only and is in no way conditioned upon any requirement that the Administrative Agent Secured Party or any Lender the Investors first attempt to collect any of the Guarantied Obligations from the Borrower or resort to any collateral security or other means of obtaining paymentpayment of the Guarantied Obligations. Should the Borrower default in the payment or performance of any of the Guarantied Obligations, the obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Secured Party and the Administrative AgentInvestors, without demand or notice of any nature, all of which are expressly waived by each Guarantorthe Guarantors. Payments by each Guarantor the Guarantors hereunder may be required by the Administrative Agent Secured Party or the Investors on any number of occasions. All payments by any Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law.

Guaranty of Payment and Performance. Each Guarantor The Guarantors hereby jointly and severally unconditionally guarantees guarantee to the Lenders and the Administrative Agent Purchasers the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, including all such payments which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code of the United States and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code in a bankruptcy or other insolvency proceeding of the United StatesBorrower. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility collectability only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Purchasers first attempt to collect any of the Obligations from the Borrower or any other Person or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the joint and several obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentPurchasers, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentPurchasers, without demand or notice of any nature, all of which are expressly waived by each Guarantorthe Guarantors. Payments by each Guarantor the Guarantors hereunder may be required by the Administrative Agent Purchasers on any number of occasions. All payments by any Guarantor the Guarantors hereunder shall be made to the Administrative AgentPurchasers, in the manner and at the place of payment specified therefor in the Credit AgreementDebentures, for the account of the Lenders Purchasers. The Guarantors shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Administrative AgentGuarantors are compelled by law to make such deduction or withholding. Notwithstanding If any provision such obligation is imposed upon the Guarantors with respect to any amount payable by it hereunder, the Guarantors will pay to the contrary contained herein Purchasers on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Purchasers to receive the same net amount which the Purchasers would have received on such due date had no such obligation been imposed upon the Guarantors. The Guarantors will deliver promptly to the Purchasers certificates or in any other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantors hereunder. The obligations of the Loan Documents or Swap Contracts, the obligations of each Guarantor Guarantors under this Guaranty paragraph shall survive the payment in full of the Obligations and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions termination of any applicable state lawthis Guaranty.

Guaranty of Payment and Performance. Each Guarantor hereby jointly and severally severally, irrevocably and unconditionally guarantees to the Lenders Secured Party and the Administrative Agent Investors the full and punctual payment when due (whether at stated maturity, by required pre-paymentpursuant to a mandatory prepayment requirement, by acceleration or otherwise and whether for principal, interest (including all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of whether a claim therefor is allowed in such case or proceeding), fees, expenses or otherwise), as well as and the performance, of all liabilities, agreements and other obligations of the ObligationsIssuer to the Secured Party and the Investors, in each case, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all such which would become due but for Obligations (as defined in the operation of the automatic stay pursuant to §362(a) of the Bankruptcy Code of the United States and the operation of §§502(bSecurity Agreement) and 506(b) of any other obligations under the Bankruptcy Code of Purchase Agreement, the United StatesNote and other Transaction Documents (collectively, the “Guarantied Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Guarantied Obligations and not of their collectibility collectability only and is in no way conditioned upon any requirement that the Administrative Agent Secured Party or any Lender the Investors first attempt to collect any of the Guarantied Obligations from the Borrower Issuer or resort to any collateral security or other means of obtaining paymentpayment of the Guarantied Obligations. Should the Borrower Issuer default in the payment or performance of any of the Guarantied Obligations, the obligations of the Guarantors each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Secured Party and the Administrative AgentInvestors, without demand or notice of any nature, all of which are expressly waived by each Guarantorthe Guarantors. Payments by each Guarantor the Guarantors hereunder may be required by the Administrative Agent Secured Party or the Investors on any number of occasions. All payments by any Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law.

Guaranty of Payment and Performance. Each As each Guarantor expects to receive substantial direct and indirect benefits from the extensions of credit by Lender to the Borrowers, for value received and hereby acknowledged, and as an inducement to the Lender to make the Term Loan, each Guarantor hereby absolutely, unconditionally and jointly and severally unconditionally with the other Guarantors guarantees to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-paymentprepayment, by acceleration or otherwise), as well as the performance, of all of the Obligations, Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code of the United States and the operation of §§502(b) and 506(b) of the Bankruptcy Code of the United StatesCode. This Guaranty contained herein is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only only, and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the any Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance If an Event of any of the ObligationsDefault shall occur, the obligations of the Guarantors each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentLender, without demand or notice of any nature, all of which are expressly waived by each such Guarantor. Payments by each Guarantor the Guarantors hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by any Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder shall be made to is joint and several with the Administrative Agent, in the manner other Guarantors and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other Person(s) who may guarantee the Obligations under and in respect of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state lawAgreement.

Guaranty of Payment and Performance. Each The Guarantor hereby jointly and severally unconditionally guarantees to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as and the performance, of all liabilities, agreements and other obligations of the ObligationsBorrower to the Lender, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, overdraft or otherwise), including without limitation all such which would become due but for obligations under the operation Loan Documents and all costs and expenses incurred by the Lender in connection with enforcement of this Guaranty (all of the automatic stay pursuant to §362(a) of foregoing, collectively, the Bankruptcy Code of the United States and the operation of §§502(b) and 506(b) of the Bankruptcy Code of the United States“Obligations”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility collectability only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Borrower or resort to any collateral security or other means of obtaining their payment. Should the Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative AgentLender, for upon written notice to the benefit of Guarantor by the Lenders and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by each GuarantorLender. Payments by each the Guarantor hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by any Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law.

Guaranty of Payment and Performance. Each Guarantor of the Guarantors and the Borrower is a member of a group of interrelated and interdependent corporations, the success of any one of which is dependent upon the success of the others. Each of the Guarantors expects to receive substantial direct and indirect benefits from the extensions of credit to the Borrower hereunder (which benefits are hereby acknowledged). In consideration thereof, each of the Guarantors hereby jointly and severally unconditionally guarantees to the Lenders Agents and the Administrative Agent Banks, the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(ass.362(a) of the Federal Bankruptcy Code of the United States and the operation of §§502(bss.ss.502(b) and 506(b) of the Federal Bankruptcy Code Code. Each of the United StatesGuarantors is accepting joint and several liability hereunder in consideration of the other Guarantors accepting joint and several liability hereunder. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility collectability only and is in no way conditioned upon any requirement that the Administrative Agent Agents or any Lender Bank first attempt to collect any of the Obligations from the Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Banks and the Administrative AgentAgents, without demand or notice of any nature, all of which are expressly waived by each Guarantorof the Guarantors. Payments by each Guarantor the Guarantors hereunder may be required by the Administrative Agent on any number of occasions. All payments by any Guarantor of the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreementss. 8.1.1 hereof, for the account of the Lenders Banks and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state lawAgents.

Guaranty of Payment and Performance. Each Guarantor hereby guarantees, jointly and severally unconditionally guarantees severally, to the Lenders and Lenders, the Administrative Agent and the Collateral Agent, the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, including all such which would become due but for the operation of the automatic stay pursuant to §Section 362(a) of the Bankruptcy Code of 1978, as amended (the United States "Bankruptcy Code") and the operation of §§Sections 502(b) and 506(b) of the Bankruptcy Code of the United StatesCode. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or Agent, any Lender or the Collateral Agent first attempt to collect any of the Obligations from the Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the The obligations of the Guarantors each Guarantor hereunder with respect to such Obligations in default shall be primary and shall, upon demand by the Administrative Agent or the Collateral Agent, as applicable, following an Event of Default, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent, without demand or notice of any nature, all of which are expressly waived by each Guarantor. Payments by each Guarantor the Guarantors hereunder may be required by the Administrative Agent on any number of occasions. All payments by any Guarantor hereunder shall be made to the Administrative Agent or the Collateral Agent, as applicable, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law.

Guaranty of Payment and Performance. Each Guarantor hereby Guarantor, jointly and severally unconditionally severally, hereby guarantees to the Lenders Investor the full, prompt and the Administrative Agent the full and punctual unconditional payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as and the performance, of all liabilities, agreements and other obligations of the ObligationsCompany to the Investor, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, or otherwise), together with all interest and costs of collection, compromise or enforcement, including without limitation reasonable attorneys’ fees, incurred with respect to any such obligations or this August 2021 Second Amended Guaranty, or with respect to a proceeding under the federal bankruptcy laws or any insolvency, receivership, arrangement or reorganization law or an assignment for the benefit of the Investor concerning Company or any Guarantor, together with interest on all such which would become costs of collection, compromise or enforcement from the date arising (including, without limitation, all amounts due but for and owing under the operation of May 2020 Convertible Debentures, the automatic stay pursuant to §362(a) of the Bankruptcy Code of the United States February 2021 Convertible Debentures, and the operation of §§502(bAugust 2021 Convertible Debentures) and 506(b) of (all the Bankruptcy Code of foregoing, collectively, the United States“Obligations”). This August 2021 Second Amended Guaranty is an absolute, unconditional unconditional, and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility collectability only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Investor first attempt to collect any of the Obligations from the Borrower Company or resort to any collateral security or other means of obtaining their payment. Should the Borrower Company default in the payment or performance of any of the Obligations, the obligations of the Guarantors any Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentInvestor, without demand or notice of any nature, all of which are expressly waived by each Guarantor. Payments by each Guarantor hereunder may be required by the Administrative Agent on any number of occasions. All payments by any Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law.

Guaranty of Payment and Performance. Each As each Guarantor expects to receive substantial direct and indirect benefits from the extensions of credit by Lender to the Borrowers, for value received and hereby acknowledged, and as an inducement to the Lender to make or continue the Term Loans, each Guarantor hereby absolutely, unconditionally and jointly and severally unconditionally with the other Guarantors guarantees to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-paymentprepayment, by acceleration or otherwise), as well as the performance, of all of the Obligations, Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code of the United States and the operation of §§502(b) and 506(b) of the Bankruptcy Code of the United StatesCode. This Guaranty contained herein is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only only, and is in no way conditioned upon any requirement that the Administrative Agent or any Lender Lxxxxx first attempt to collect any of the Obligations from the any Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance If an Event of any of the ObligationsDefault shall occur, the obligations of the Guarantors each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentLender, without demand or notice of any nature, all of which are expressly waived by each such Guarantor. Payments by each Guarantor the Guarantors hereunder may be required by the Administrative Agent Lxxxxx on any number of occasions. All payments by any Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder shall be made to is joint and several with the Administrative Agent, in the manner other Guarantors and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other Person(s) who may guarantee the Obligations under and in respect of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state lawAgreement.

Guaranty of Payment and Performance. Each The Guarantor hereby jointly and severally unconditionally guarantees to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, including all such payments which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code of the United States and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code in a bankruptcy or other insolvency proceeding of the United StatesBorrower. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Borrower or any other Person or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance of any of the Obligations, the joint and several obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative AgentLender, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentLender, without demand or notice of any nature, all of which are expressly waived by each the Guarantor. Payments by each the Guarantor hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by any the Guarantor hereunder shall be made to the Administrative AgentLender, in the manner and at the place of payment specified therefor in the Credit AgreementNotes, for the account of the Lenders Lender. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Administrative AgentGuarantor is compelled by law to make such deduction or withholding. Notwithstanding If any provision such obligation is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the contrary contained herein Lender on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Lender to receive the same net amount which the Lender would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Lender certificates or in any other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty paragraph shall survive the payment in full of the Obligations and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions termination of any applicable state lawthis Guaranty.

Guaranty of Payment and Performance. Each Guarantor of the Guarantors hereby jointly and severally unconditionally guarantees to the Lenders Lenders, the Issuing Bank and the Administrative Agent the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations, Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(ass.362(a) of the Federal Bankruptcy Code of the United States and the operation of §§502(bss.ss.502(b) and 506(b) of the Federal Bankruptcy Code of the United StatesCode. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility collectability only and is in no way conditioned upon any requirement that any Agent, the Administrative Agent Issuing Bank or any Lender first attempt to collect any of the Obligations from the applicable Borrower or resort to any collateral security or other means of obtaining payment. Should any of the Borrower Borrowers default in the payment or performance of any of the Obligations, the obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Lenders, the Issuing Bank and the Administrative Agent, without demand or notice of any nature, all of which are expressly waived by each Guarantorof the Guarantors. Payments by each Guarantor the Guarantors hereunder may be required by the Administrative Agent on any number of occasions. All payments by any Guarantor of the Guarantors hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreementss.5 hereof, for the account of the Lenders Lenders, the IssuinG Bank and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law.

Guaranty of Payment and Performance. Each Guarantor hereby (jointly and severally unconditionally with all other guarantors, if any) guarantees to the Lenders and the Administrative Agent Lender the full and punctual payment when due (whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as and the performance, of all liabilities, agreements and other obligations of Borrower to Lender of every kind, nature and description (whether by way of discount, letters of credit, lease, loan, overdraft or otherwise), whether now existing or hereafter arising, direct or indirect, absolute or contingent, due or to become due, secured or unsecured, and including, without limitation, all costs and expenses incurred by Lender in attempting to collect or enforce any of the foregoing, (collectively the “Obligations, including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Bankruptcy Code of the United States and the operation of §§502(b) and 506(b) of the Bankruptcy Code of the United States”). This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the Borrower or resort to any collateral security or other means of obtaining their payment. Guarantor agrees that the Obligations will be paid and performed strictly in accordance with their respective terms (as amended from time-to-time) regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Lender with respect thereto. Should the Borrower default in the payment or performance of any of the Obligations, the liabilities and obligations of the Guarantors Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentLender, without demand or notice of any nature, all of which are expressly waived by each Guarantor. Payments Payment and performance by each Guarantor hereunder may be required by the Administrative Agent Lender on any number of occasions. All payments by any Guarantor hereunder shall be made to the Administrative Agent, in the manner and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law.

Guaranty of Payment and Performance. Each As each Guarantor expects to receive substantial direct and indirect benefits from the extensions of credit by Agent and the other Secured Parties to the Borrowers, for value received and hereby acknowledged, and as an inducement to the Lenders to make the Loans, each Guarantor hereby reaffirms its guaranties to Agent and the other Secured Parties under the Existing Loan Agreement to which such Guarantor is a party and hereby absolutely, unconditionally and jointly and severally unconditionally with the other Guarantors guarantees to the Lenders Agent and the Administrative Agent other Secured Parties the full and punctual payment when due (whether at stated maturity, by required pre-paymentprepayment, by acceleration or otherwise), as well as the performance, of all of the Obligations, Obligations including all such which would become due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code of the United States and the operation of §§502(b) and 506(b) of the Federal Bankruptcy Code of the United StatesCode. This Guaranty contained herein is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement that the Administrative Agent or any Lender first attempt to collect any of the Obligations from the any Borrower or resort to any collateral security or other means of obtaining payment. Should the Borrower default in the payment or performance If an Event of any of the ObligationsDefault shall occur, the obligations of the Guarantors each Guarantor hereunder with respect to such Obligations in default shall, upon demand by the Administrative Agent, shall become immediately due and payable to the Administrative Agent, for the benefit of the Lenders Agent and the Administrative Agentother Secured Parties, without demand or notice of any nature, all of which are expressly waived by each such Guarantor. Payments by each Guarantor the Guarantors hereunder may be required by the Administrative Agent or any Lender on any number of occasions. All payments by any Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder shall be made to is joint and several with the Administrative Agent, in the manner other Guarantors and at the place of payment specified therefor in the Credit Agreement, for the account of the Lenders and the Administrative Agent. Notwithstanding any provision to the contrary contained herein or in any other Person(s) who may guarantee the Obligations under and in respect of the Loan Documents or Swap Contracts, the obligations of each Guarantor under this Guaranty and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state lawAgreement.