Common use of Guaranty Clause in Contracts

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay (without duplication of any amounts payable under Section 12.04) any and all reasonable and documented out-of-pocket expenses (including reasonable counsel and documented out-of-pocket fees and expensesexpenses of one outside counsel and one local counsel in each relevant jurisdiction) incurred by the Secured Parties Agents and the Lenders in enforcing any rights under the guaranty set forth in this Article ARTICLE XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap ObligationsHedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawbankruptcy, insolvency or other similar law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XISection 15 within ten days of written demand. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor of the Guarantors hereby jointly and severally and unconditionally and irrevocably guarantees to the punctual Bank as hereinafter provided the prompt payment of the Guaranteed Obligations in full when due, due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise, of all Obligations otherwise and after giving effect to any grace periods) strictly in accordance with the terms hereof. Each of the Borrower now Guarantors hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or hereafter existing under otherwise and after giving effect to any Loan Documentgrace periods), the Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise and after giving effect to any grace periods) in accordance with the terms of such extension or renewal. This is a guaranty of payment and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of any Guarantor as guarantor hereunder shall be adjudicated to be invalid or unenforceable for principal, interest any reason (including, without limitation, all interest that accrues after the commencement because of any Insolvency Proceeding applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed shall be limited to the maximum amount such Guarantor could guarantee that is permissible under any Debtor Relief Lawapplicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

Guaranty. Each Guarantor (a) The Guarantors hereby jointly and severally guarantee to Collateral Agent and unconditionally the Purchasers, and irrevocably guarantees their successors and assigns, the punctual prompt payment in full when due, due (whether at stated maturity, by acceleration or otherwise, of all Obligations ) of the Borrower now principal of and interest on the Notes, all fees and other amounts and Obligations from time to time owing to Collateral Agent and the Purchasers by Issuer and each other Guarantor under the Notes, this Agreement or hereafter existing under any Loan Documentother Note Document (for the avoidance of doubt, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of including any Insolvency Proceeding obligations of the BorrowerIssuer and any Guarantor under Exhibit C), whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise each case strictly in accordance with the terms hereof and thereof (such obligations, to the extent not paid by the Borrower, obligations being herein collectively called the “Guaranteed Obligations”), . The Guarantors hereby further jointly and agrees severally agree that if Issuer or any other Guarantor shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and would be owed by that in the Borrower to the Secured Parties under case of any Loan Document but for the fact that they are unenforceable extension of time of payment or not allowable due to the existence renewal of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoingGuaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. The guarantee in this Section 12.15(a) is a continuing guarantee, and shall apply to all Guaranteed Obligations shall not include any Excluded Swap Obligationswhenever arising. In no event shall The Guarantors hereby further agree that the obligation obligations of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawIssuer as set forth on Exhibit C attached hereto apply mutatis mutandis as obligations of the Guarantors.

Guaranty. Each Guarantor hereby unconditionally guarantees, as a primary obligor and not merely as a surety, jointly and severally with each other Guarantor when and unconditionally and irrevocably guarantees the punctual payment when as due, whether at stated maturity, by acceleration acceleration, by notice of prepayment or otherwise, the due and punctual performance of all Obligations Obligations. Each Guarantor shall be liable under its guarantee set forth in this Section 17.1, without any limitation as to amount, for all present and future Obligations, including specifically all future increases in the outstanding amount of the Borrower now Loans or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after other Obligations and other future increases in the commencement of any Insolvency Proceeding of the BorrowerObligations, whether or not a claim any such increase is committed, contemplated or provided for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications by this Agreement or otherwise (such obligations, to the extent not paid by Other Documents on the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XIdate hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts Obligations (including, without limitation, interest, Prepayment Premium, fees, costs and expenses) that constitute part of the Guaranteed Obligations and would be owed by any other obligor on the Borrower to the Secured Parties under any Loan Document Obligations but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy proceeding involving such other obligor because it is the Borrower. Notwithstanding any intention of the foregoing, Guaranteed Guarantors and Secured Parties that the Obligations shall not include which are guaranteed by the Guarantors pursuant hereto should be determined without regard to any Excluded Swap rule of law or order which may relieve Borrowers or any other Guarantor of any portion of such Obligations. In no event shall the obligation of Each payment made by any Guarantor hereunder exceed pursuant to this Guaranty shall be made in lawful money of the maximum amount such Guarantor could guarantee under any Debtor Relief LawUnited States in immediately available funds.

Guaranty. Each Guarantor Company hereby jointly and severally irrevocably and unconditionally guaranties the due and irrevocably guarantees the punctual payment of all Obligations of all Borrowers hereunder and any Other Permitted Credit Exposure, when the same shall become due, whether at stated maturity, by acceleration or otherwiserequired payment, of all Obligations of the Borrower now or hereafter existing under any Loan Documentdeclaration, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications demand or otherwise (such obligations, to including amounts which would become due but for the extent not paid by operation of the Borrower, being automatic stay under Section 362(a) of the “Guaranteed Obligations”Bankruptcy Code), and agrees to pay any and all costs and expenses (including reasonable counsel fees and expensesdisbursements of counsel) incurred by Collateral Agent, Agents or Lenders or their Affiliates party to such Other Permitted Credit Exposure (each, a “Guarantied Party” and collectively, the Secured Parties “Guarantied Parties”) in enforcing or preserving any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to Guaranty (all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include such obligations collectively (excluding any Excluded Swap Obligations), the “Guarantied Obligations”); provided, that, in order to enjoy the benefit of the foregoing guaranty any such Lender or Affiliate thereof party to any such Other Permitted Credit Exposure shall execute and deliver to Collateral Agent, during such time as such Lender is a Lender under this Agreement, an acknowledgment to the Intercreditor Agreement agreeing to be bound thereby and acknowledged by Borrowers’ Agent. In no event Any Lender or Affiliate thereof obtaining the benefit of the foregoing guaranty with respect to Other Permitted Credit Exposure shall the obligation of any Guarantor remain a Guarantied Party hereunder exceed the maximum amount with respect to such Guarantor could guarantee Other Permitted Credit Exposure only for so long as such Lender remains a Lender under any Debtor Relief Lawthis Agreement.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap ObligationsHedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and hereby unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower each other Credit Party, including, without limitation, Borrowers, now or hereafter existing under any Loan Document, whether for principal, interest (includinginterest, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (including, without limitation, all interest, fees, expense reimbursements and other amounts that accrue after the commencement of any proceeding of any Borrower or any other Credit Party under any Debtor Relief Laws) (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all costs, fees and expenses (including reasonable counsel fees and expenses) incurred by the Secured Agent, Documentation Agent and other Lender Parties in enforcing any rights under the guaranty set forth in this Article XIXIV. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers or any other Credit Party to the Secured Agent, Documentation Agent and other Lender Parties under any Loan Document Document, but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding any proceeding under any Debtor Relief Laws involving the Borrowerany Borrower or any other Credit Party. This guaranty is a guaranty of payment and not of collection. Notwithstanding any of anything herein to the foregoingcontrary, Guaranteed the Obligations guaranteed under this Guaranty shall not in no event include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each The Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees irrevocably, guaranties the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations obligations of the Borrower now or hereafter existing under any Loan DocumentCompany from time to time owing by it in respect of the Notes, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding insolvency proceeding of the BorrowerCompany or the Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) insolvency proceeding, and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under the Notes (such obligations, to the extent not paid by the BorrowerCompany, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Noteholders in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each the Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Company to the Secured Parties under any Loan Document Noteholders but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding insolvency proceeding involving the Borrower. Notwithstanding any of Guarantor or the foregoingCompany (each, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawa “Transaction Party”).

Guaranty. Each Guarantor The Company hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, by acceleration demand or otherwise, of all Obligations obligations of the each other Borrower now or hereafter existing under any Loan Document, whether for principal, interest or in respect of this Agreement and the Notes of such Borrower (including, without limitation, all interest that accrues after the commencement any extensions, modifications, substitutions, amendments or renewals of any Insolvency Proceeding or all of the Borrowerforegoing obligations), whether direct or not a claim indirect, absolute or contingent, and whether for post-filing interest is allowed in such Insolvency Proceeding) principal, interest, premiums, fees, commissionsindemnities, expense reimbursementscontract causes of action, indemnifications costs, expenses or otherwise (such obligations, to the extent not paid by the Borrower, obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including including, without limitation, reasonable counsel fees and expensesexpenses of counsel) incurred by the Secured Parties Agent or any Lender in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each Guarantorthe Company’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the any other Borrower to the Secured Parties Agent or any Lender under any Loan Document or in respect of this Agreement and its Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the such other Borrower. Notwithstanding any other provisions of this Agreement, stock of a foreign entity directly held by the Company shall not serve as security for the Guaranteed Obligations, other than stock of any such foreign entity representing no more than 65% of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation total combined voting power of any Guarantor hereunder exceed the maximum amount all classes of stock of such Guarantor could guarantee under any Debtor Relief Lawentity entitled to vote.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Agents and the Lenders in enforcing any rights under the guaranty set forth in this Article ARTICLE XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each For value received, Guarantor does hereby jointly and severally and unconditionally unconditionally, absolutely and irrevocably guarantees guarantee, as primary obligor and not as a surety, to Buyer the punctual full, complete and prompt payment when due, whether at stated maturity, by acceleration or otherwise, Seller of any and all Obligations of the Borrower amounts and payment obligations now or hereafter existing owing from Seller to Buyer under any Loan Documentthe PPA, whether for principal, interest (including, without limitation, all interest that accrues after compensation for penalties, the commencement of any Insolvency Proceeding Termination Payment, indemnification payments or other damages, as and when required pursuant to the terms of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise PPA (such obligations, to the extent not paid by the Borrower, being the “Guaranteed ObligationsAmount”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoingprovided, each that Guarantor’s aggregate liability under or arising out of this Guaranty shall extend to all amounts not exceed Dollars ($ ). The Parties understand and agree that constitute part any payment by Guarantor or Seller of any portion of the Guaranteed Obligations Amount shall thereafter reduce Guarantor’s maximum aggregate liability hereunder on a dollar-for-dollar basis. This Guaranty is an irrevocable, absolute, unconditional and would be owed by continuing guarantee of the Borrower full and punctual payment and performance, and not of collection, of the Guaranteed Amount and, except as otherwise expressly addressed herein, is in no way conditioned upon any requirement that Buyer first attempt to collect the payment of the Guaranteed Amount from Seller, any other guarantor of the Guaranteed Amount or any other Person or entity or resort to any other means of obtaining payment of the Guaranteed Amount. In the event Seller shall fail to duly, completely or punctually pay any Guaranteed Amount as required pursuant to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoingPPA, Guaranteed Obligations Guarantor shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum promptly pay such amount such Guarantor could guarantee under any Debtor Relief Lawas required herein.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment payment, performance and observance when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the BorrowerBorrowers, whether or not a constituting an allowed claim for post-filing interest is allowed in such Insolvency Proceeding) ), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all costs, fees and expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Administrative Agent, the Lenders and the L/C Issuer in enforcing any any. rights under the guaranty set forth in this Article XI10. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties Administrative Agent, the Lenders and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers or a Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees to each of the Lenders the punctual payment payment, performance in full and observance when due, whether at stated maturity, by acceleration or otherwise, of all the Borrower’s Obligations of (the Borrower “Guaranteed Obligations”) now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding bankruptcy proceeding of the Borrower, whether or not a constituting an allowed claim for post-filing interest is allowed in such Insolvency Proceeding) bankruptcy proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”)otherwise, and agrees to pay any and all costs, fees and expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Administrative Agent and the Lenders in enforcing any rights under the guaranty set forth in this Article XIIX, as they become due from time to time in accordance with the express provisions of the Loan Documents. The Administrative Agent shall be entitled to enforce this Guarantee for its own benefit and the ratable benefit of the Lenders and each Lender shall be entitled to enforce this Guarantee for its own benefit through the Administrative Agent in respect of the Guaranteed Obligations owing to it but without duplication. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties Administrative Agent and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding bankruptcy proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each (a) Except as otherwise provided herein, each Guarantor hereby hereby, jointly and severally severally, irrevocably, absolutely, and unconditionally guarantees, as primary obligor and irrevocably guarantees not merely as surety, to Noteholder the punctual prompt, complete, and full payment when due, whether at stated maturity, by acceleration or otherwiseand no matter how the same shall become due, of all Obligations sums payable by Jamex Parent, Company and any other member of the Borrower now or hereafter existing under any Jamex Group arising under, and in accordance with the terms of, the Loan DocumentDocuments, whether for principal, interest interest, fees (including, without limitation, all interest that accrues after including attorneys’ fees to the commencement of any Insolvency Proceeding extent provided in Section 13.5 of the BorrowerNote), whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligationscollectively, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to and include all post-petition interest, expenses and obligations for the payment of amounts that constitute part of arising under, and in accordance with the Guaranteed Obligations and terms of, the Loan Documents, which would be owed by the Borrower to the Secured Parties under any Loan Document Obligor but for the fact that they such liabilities are unenforceable not allowed as claims in any bankruptcy, reorganization, insolvency, liquidation or not allowable due similar proceeding involving any other Obligor. (b) If any Obligor shall for any reason fail to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding pay any of the foregoingGuaranteed Obligations, as and when such Guaranteed Obligations Obligation shall not include any Excluded Swap Obligations. In no event shall become due and payable, whether at its stated maturity, as a result of the obligation exercise of any power to accelerate, or otherwise, then each Guarantor hereunder exceed (or, if such Obligor is a Guarantor, the maximum amount other Guarantors) will, upon demand by Noteholder, pay such Guarantor could guarantee under any Debtor Relief Lawunpaid Guaranteed Obligation in full to Noteholder.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay (without duplication of any amounts payable under Section 12.04) any and all reasonable and documented out-of-pocket expenses (including reasonable counsel and documented out-of-pocket fees and expensesexpenses of one outside counsel and one local counsel in each relevant jurisdiction) incurred by the Secured Parties Agents and the Lenders in enforcing any rights under the guaranty set forth in this Article ARTICLE XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap ObligationsHedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawbankruptcy, insolvency or other similar law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all reasonable out-of-pocket expenses for which an invoice has been presented (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. (a) Each Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now Obligations, whether absolute or hereafter existing under any Loan Document, contingent and whether for principal, interest (including, without limitation, all interest that accrues after but for the commencement existence of any Insolvency Proceeding of the Borrowera bankruptcy, whether reorganization or not a claim for post-filing interest is allowed in such Insolvency Proceeding) similar proceeding would accrue), fees, commissionsamounts required to be provided as collateral, expense reimbursementsindemnities, indemnifications expenses or otherwise (such obligationscollectively, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties Administrative Agent or any Lender under the Loan Documents and by the Borrower or any Loan Document of its Subsidiaries but for the fact that they are unenforceable or not allowable due to insolvency or the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the BorrowerBorrower or such other Subsidiary. (b) It is the intention of the Guarantors and each Beneficiary that the amount of the Guaranteed Obligations guaranteed by each Guarantor shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer or similar Legal Requirements applicable to such Guarantor. Notwithstanding Accordingly, notwithstanding anything to the contrary contained in this Guaranty or in any other agreement or instrument executed in connection with the payment of any of the foregoingGuaranteed Obligations, the amount of the Guaranteed Obligations guaranteed by a Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not include render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any Excluded Swap Obligations. In no event shall the obligation comparable provision of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawother applicable law.

Guaranty. Each Guarantor hereby jointly and severally absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees the punctual performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by acceleration required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Obligations of the Borrower now or hereafter existing under any Loan DocumentObligations (other than Excluded Swap Obligations), whether for principal, interest (includinginterest, without limitationpremiums, all interest that accrues after the commencement of any Insolvency Proceeding fees, indemnities, damages, costs, expenses or otherwise, of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, Loan Parties to the extent not paid by the BorrowerSecured Parties, being the “Guaranteed Obligations”)arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and agrees to pay any other modifications thereof and all expenses (including reasonable counsel costs, attorneys’ fees and expenses) expenses incurred by the Secured Parties in enforcing any rights under connection with the guaranty set forth in this Article XIcollection or enforcement thereof) (the “Guarantied Obligations”). Without limiting The Administrative Agent’s books and records showing the generality amount of the foregoingGuarantied Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor’s liability shall extend to all amounts that constitute part , and conclusive for the purpose of establishing the amount of the Guaranteed Obligations and would Guarantied Obligations. This Guaranty shall not be owed affected by the Borrower genuineness, validity, regularity or enforceability of the Guarantied Obligations or any instrument or agreement evidencing any Guarantied 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 Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due Guarantied Obligations which might otherwise constitute a defense to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation obligations of any Guarantor hereunder exceed under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the maximum amount such Guarantor could guarantee under any Debtor Relief Lawforegoing other than Payment in Full.

Guaranty. Each Guarantor hereby (a) Subject to the provisions of paragraph 2(b) and (c), the Guarantors hereby, jointly and severally and severally, unconditionally and irrevocably guarantees guaranty to the punctual Beneficiaries and their respective successors, endorsees, transferees and assigns the prompt and complete payment when due, due (whether at the stated maturity, by acceleration or otherwise, of all Obligations ) of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest Guaranteed Obligations. (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceedingb) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, Anything to the extent contrary notwithstanding, the Guarantors shall not paid at anytime be required to make any payment with regard to the Tranche B Loans or with respect to the Contribution Obligations unless at such time a Lease Event of Default has occurred and is continuing. (c) Anything herein or in any other Operative Agreement to the contrary notwithstanding, the maximum liability of each Guarantor (other than HCC) hereunder and under the other Operative Agreement shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the Borrowerinsolvency of debtors. (d) The Guarantors further agree, being the “Guaranteed Obligations”)jointly and severally, and agrees to pay any and all costs, expenses (including reasonable counsel all fees and expensesdisbursements of counsel) and damages which may be paid or incurred by the Secured Parties in enforcing enforcing, or obtaining advice of counsel in respect of, any rights under with respect to, or collecting from the guaranty set forth in this Article XI. Without limiting the generality of the foregoingGuarantors, each Guarantor’s liability shall extend to any or all amounts that constitute part of the Guaranteed Obligations and would be owed by and/or enforcing any rights with respect to, or collecting against, the Borrower to the Secured Parties Guarantors under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawthis Guarantee.

Guaranty. Each For value received, Guarantor does hereby jointly and severally and unconditionally unconditionally, absolutely and irrevocably guarantees guarantee, as primary obligor and not as a surety, to Buyer the punctual full, complete and prompt payment when due, whether at stated maturity, by acceleration or otherwise, Seller of any and all Obligations of the Borrower amounts and payment obligations now or hereafter existing owing from Seller to Buyer under any Loan Documentthe PPA, whether including compensation for principalpenalties, interest (includingthe Termination Payment, without limitationindemnification payments or other damages, all interest that accrues after as and when required pursuant to the commencement of any Insolvency Proceeding terms of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise PPA (such obligations, to the extent not paid by the Borrower, being the “Guaranteed ObligationsAmount”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoingprovided, each that Guarantor’s aggregate liability under or arising out of this Guaranty shall extend to all amounts not exceed Dollars ($ ). The Parties understand and agree that constitute part any payment by Guarantor or Seller of any portion of the Guaranteed Obligations Amount shall thereafter reduce Guarantor’s maximum aggregate liability hereunder on a dollar- for-dollar basis. This Guaranty is an irrevocable, absolute, unconditional and would be owed by continuing guarantee of the Borrower full and punctual payment and performance, and not of collection, of the Guaranteed Amount and, except as otherwise expressly addressed herein, is in no way conditioned upon any requirement that Buyer first attempt to collect the payment of the Guaranteed Amount from Seller, any other guarantor of the Guaranteed Amount or any other Person or entity or resort to any other means of obtaining payment of the Guaranteed Amount. In the event Seller shall fail to duly, completely or punctually pay any Guaranteed Amount as required pursuant to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoingPPA, Guaranteed Obligations Guarantor shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum promptly pay such amount such Guarantor could guarantee under any Debtor Relief Lawas required herein.

Guaranty. Each Guarantor hereby jointly and severally absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees the punctual performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by acceleration required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Obligations of the Borrower now or hereafter existing under any Loan DocumentObligations (other than Excluded Swap Obligations), whether for principal, interest (includinginterest, without limitationpremiums, all interest that accrues after the commencement of any Insolvency Proceeding fees, indemnities, damages, costs, expenses or otherwise, of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, Borrowers to the extent not paid by the BorrowerSecured Parties, being the “Guaranteed Obligations”)arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and agrees to pay any other modifications thereof and all expenses (including reasonable counsel costs, attorneys’ fees and expenses) expenses incurred by the Secured Parties in enforcing connection with the collection or enforcement thereof) (the “Guarantied Obligations”). The Administrative Agent’s books and records showing the amount of the Guarantied Obligations shall be admissible in evidence in any rights action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Guarantied Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guarantied Obligations or any instrument or agreement evidencing any Guarantied 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 Guarantied Obligations which might otherwise constitute a defense to the obligations of any Guarantor under the guaranty set forth this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in this Article XI. Without limiting the generality any way relating to any or all of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each The Guarantor hereby jointly and severally and unconditionally and irrevocably irrevocably, as primary obligor and not merely as surety, guarantees the punctual full and prompt payment and performance when due, whether at stated maturity, by acceleration or otherwise, and at all times thereafter, of all Obligations Guaranteed Obligations. The liability of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, Guarantor hereunder shall be limited to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part maximum amount of the Guaranteed Obligations and would be owed by which the Borrower to Guarantor may guaranty without rendering the Secured Parties obligations of the Guarantor hereunder void or voidable under any Loan Document but for fraudulent conveyance or fraudulent transfer law. The Guarantor agrees that, in the fact that they are unenforceable event of the occurrence of any Event of Default under Sections 6(e), 6(f) or not allowable due to the existence 6(g) of an Insolvency Proceeding involving the Borrower. Notwithstanding any Seller Note, and if such event shall occur at a time when any of the foregoing, Guaranteed Obligations shall may not include any Excluded Swap Obligationsthen be due and payable, the Guarantor will pay to the Sellers forthwith the full amount which would be payable hereunder by the Guarantor if all Guaranteed Obligations were then due and payable. In no event shall If acceleration of the obligation time for payment of any amount payable by the Maker under the Seller Notes is stayed upon the insolvency, bankruptcy or reorganization of the Maker, all such amounts otherwise subject to acceleration under the terms of the Seller Notes shall nonetheless be payable by the Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under forthwith on demand by any Debtor Relief LawSeller.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “”Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap ObligationsHedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees to the punctual Bank, and its successors, endorsees, transferees and assigns, the full and prompt payment when due, due (whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, ) and performance of all Obligations indebtedness, liabilities and other obligations of the Borrower now or hereafter existing under any Loan Documentto the Bank, whether for principalcreated under, interest (includingarising out of or in connection with the Credit Agreement, without limitationthe Note or any of the other Loan Documents, including all unpaid principal of the Advances, all interest that accrues after accrued thereon, all fees due under the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any Credit Agreement and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all other amounts that constitute part of the Guaranteed Obligations and would be owed payable by the Borrower to the Secured Parties under Bank thereunder or in connection therewith. The terms “indebtedness”, “liabilities” and “obligations” are used herein in their most comprehensive sense and include any Loan Document but for the fact that they are and all debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or not allowable due to shall be an allowed or disallowed claim under the existence United States Bankruptcy Code or other applicable law. The foregoing indebtedness, liabilities and other obligations of an Insolvency Proceeding involving the Borrower. Notwithstanding any of , and all other indebtedness, liabilities and obligations to be paid or performed by Guarantor in connection with this Guaranty, shall hereinafter be collectively referred to as the foregoing, “Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.”

Guaranty. Each Guarantor The Guarantor, as primary obligor and not merely as surety, hereby jointly and severally irrevocably and unconditionally guarantees to each Holder and irrevocably guarantees to the Trustee and its successors and assigns (a) the full and punctual payment when due, whether at stated maturityStated Maturity, by acceleration or otherwise, of all Obligations obligations of the Borrower Company now or hereafter existing under any Loan Document, this Indenture whether for principalprincipal of or interest on the Notes, interest (including, without limitation, and premium and Make-Whole Amount if any) and all interest that accrues after the commencement of any Insolvency Proceeding other monetary obligations of the Borrower, whether or not a claim for post-filing interest is allowed Company under this Indenture and the Notes in respect of the Notes and (b) the full and punctual performance within the applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid obligations guaranteed hereby by the Borrower, Guarantor being the “Guaranteed Obligations”), and . The guaranty of the Guarantor under this Article 12 is herein referred to as this “Guaranty”. The Guarantor agrees to pay any and all fees and expenses (including reasonable counsel attorney’s fees and expenses) incurred by the Secured Parties Trustee or the Holders in enforcing any rights under the guaranty set forth in this Article XI12 with respect to the Guarantor. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend this Guaranty guarantees, to the extent provided herein, the payment of all amounts that which constitute part of the Guaranteed Obligations and would be owed by the Borrower to Company under this Indenture or the Secured Parties under any Loan Document Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawCompany.

Guaranty. (a) Each Guarantor hereby unconditionally and irrevocably, jointly and severally guarantees to the Administrative Agent, for the ratable benefit of the Lenders and unconditionally the Secured Parties, the prompt and irrevocably guarantees complete payment and performance by the punctual payment Borrower when due, due (whether at the stated maturity, by acceleration or otherwise, of all Obligations ) of the Borrower now Lender Indebtedness. (b) Anything herein or hereafter existing under in any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, other Financing Document to the extent not paid by contrary notwithstanding, the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s maximum liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder and under the other Financing Documents shall in no event exceed the maximum amount which can be guaranteed by such Guarantor could guarantee without rendering the obligations of such Guarantor void or voidable as a fraudulent transfer or fraudulent conveyance under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Lender Indebtedness may at any Debtor Relief Lawtime and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty contained in this Article 2 or affecting the rights and remedies of any Lender hereunder. (d) The guaranty contained in this Article 2 shall remain in full force and effect until all of the Lender Indebtedness and the obligations of each Guarantor under the guaranty contained in this Article 2 shall have been satisfied by payment in full, no Letters of Credit remain outstanding and the Revolving Credit Commitments shall have been terminated, notwithstanding that from time to time during the term of the Credit Agreement no Lender Indebtedness may be outstanding.

Guaranty. Each Guarantor hereby jointly and severally (i) irrevocably, absolutely and unconditionally and irrevocably guarantees the punctual prompt payment by the Borrowers, as and when due, due and payable (whether at stated by scheduled maturity, by acceleration required prepayment, acceleration, demand or otherwise), of all Obligations of the Borrower amounts now or hereafter existing under any owing in respect of the Revolving Credit Notes, the Financing Agreement and the other Loan DocumentDocuments, whether for principal, interest (including, without limitation, all interest that accrues accruing on or after the commencement of any Insolvency Proceeding relating to a Borrower), Bank Product Obligations, Reimbursement Obligations, Letter of Credit Obligations, premiums, indemnities, fees, costs, expenses (including, without limitation, fees, costs and expenses arising or accruing on or after the commencement of any Insolvency Proceeding relating to a Borrower), or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding relating to a Borrower (notwithstanding the operation of the Borrowerautomatic stay under Section 362(a) of the Bankruptcy Code), whether and the due performance and observance by each Borrower of its other obligations now or not a claim for post-filing interest is allowed hereafter existing in such Insolvency Proceeding) feesrespect of the Loan Documents (collectively, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), ; and (ii) agrees to pay any and all expenses (including reasonable counsel fees fees, costs and expenses) incurred by the Secured Parties Agent, the L/C Issuer and the Lenders in enforcing any of their rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by a Borrower under the Borrower to the Secured Parties under any Financing Agreement or other Loan Document Documents but for the fact that they are such document is unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the a Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, including all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Lender in enforcing any rights under the guaranty set forth in this Article XIVIII, subject to Section 11.04. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties Lender under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without Subject to Section 11.07, without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise otherwise, (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the BorrowerBorrowers, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XIXIX. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the BorrowerBorrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article ARTICLE XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) , fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XIXI in accordance with Section 12.04. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each (a) Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations obligations whatsoever of the Borrower now or hereafter existing under any the Loan DocumentDocuments, whether absolute or contingent and whether for principal, interest (including, without limitation, all interest that accrues after but for the commencement existence of any Insolvency Proceeding a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise, and all other amounts owing in respect of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise Obligations (such obligations, to the extent not paid by the Borrower, obligations being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the ---------------------- generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties Administrative Agent, the Issuing Agent, or any Lender under any the Loan Document Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving Borrower. (b) It is the Borrowerintention of Guarantor, and Administrative Agent, the Issuing Lender, and each Lender that the amount of the Guaranteed Obligations guaranteed by Guarantor shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and similar Legal Requirements applicable to Guarantor. Notwithstanding Accordingly, notwithstanding anything to the contrary contained in this Guaranty or in any other agreement or instrument executed in connection with the payment of any of the foregoingGuaranteed Obligations, the amount of the Guaranteed Obligations guaranteed by Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not include render Guarantor's obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any Excluded Swap Obligations. In no event shall the obligation comparable provision of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawother applicable law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of (A) in the case of each Guarantor that is a U.S. Loan Party, all Obligations and (B) in the case of each Guarantor that is a Foreign Loan Party, the Borrower Foreign Obligations now or hereafter existing under any Loan Document, in each case, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Subject to the provisions of this Guaranty, Guarantor hereby jointly and severally irrevocably and unconditionally and irrevocably guarantees the punctual full and timely payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all Obligations due of the Borrower now or hereafter existing obligations of Market Participants under any Loan Documentthe Agreements, whether for principal, interest whenever and by whomever incurred (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding “Obligations”) in accordance with the terms of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”)Agreements. In furtherance, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties not in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality limitation of the foregoing, each if any Market Participant fails to pay or perform any Obligation, Guarantor shall pay to or perform for the benefit of the ISO the amount or performance due in the same currency and manner and at the times provided for in the Agreements. This Guaranty constitutes a guarantee of payment and performance and not of collection. The liability of Guarantor under the Guaranty is subject to the following: Guarantor’s monetary liability shall extend under this Guaranty is specifically limited to all amounts that constitute part payments expressly required to be made in accordance with the Agreements (even if such payments are deemed to be damages), together with the Costs (as set forth in Section 14 (Costs and Expenses)) and, except to the extent specifically provided in the Agreements or elsewhere in this Guaranty, in no event will Guarantor be subject under this Guaranty to consequential, exemplary, equitable, loss of profits, or punitive damages. Notwithstanding Section 1(a), the aggregate liability of the Guaranteed Guarantor under this Guaranty will not exceed $ [insert Guaranty amount] USD at any one time, plus Costs, which amounts may be allocated among the Market Participants and Obligations and would be owed by in such amounts as the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoingISO, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawin its sole discretion, determines.

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations (as defined in the Security Agreement) of the Borrower now or hereafter existing under any Loan DocumentParent from time to time owing by it in respect of the Securities Purchase Agreement, whether for principalthe Notes and the other Transaction Documents, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) of the BorrowerParent or any Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) , and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under any of the Transaction Documents (such obligations, to the extent not paid by the BorrowerParent, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Investor in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each Guarantor’s 's liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Parent to the Secured Parties Investor under any Loan Document the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Guarantor could guarantee under any Debtor Relief LawParent (each, a "Transaction Party").

Guaranty. Each Subject to Article 25, Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees that the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations will be paid strictly in accordance with the terms of the Borrower Credit Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter existing under in effect in any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after jurisdiction affecting any of such terms or the commencement rights of any Insolvency Proceeding Lender with respect thereto. This Guaranty is a guaranty of the Borrower, whether or payment and not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XIof collection only. Without limiting the generality of the foregoing, each subject to Article 25, Guarantor’s 's liability shall extend to all amounts that which constitute part of the Guaranteed Obligations and would be owed by Borrower under the Borrower to Credit Agreement and the Secured Parties under any other Loan Document Documents but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the Borrower. Guarantor agrees that, as between Guarantor and Lender, the Obligations may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Borrower and that, in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by Guarantor for the purposes of this Guaranty. Notwithstanding any of the foregoing, Guaranteed the liability of Guarantor with respect to the Obligations shall be limited to the lesser of: (a) the amount provided in Article 25, or (b)an aggregate amount equal to the largest amount that would not include render his obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any Excluded Swap Obligations. In no event shall the obligation comparable provisions of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawapplicable state law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower and each other Loan Party now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, including all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “"Guaranteed Obligations”"), and agrees to pay any and all reasonable and documented out-of-pocket expenses (including reasonable counsel and documented out-of-pocket fees and expensesexpenses of (i) one outside counsel and one local counsel in each relevant jurisdiction for the Agents and (ii) one outside counsel and one local counsel in each relevant jurisdiction for the other Lenders taken as a whole) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any other Loan Party to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount Borrower or such Guarantor could guarantee under any Debtor Relief Lawother Loan Party.

Guaranty. Each Guarantor hereby Stratus Properties Inc., a Delaware corporation (the “Guarantor”) has joined herein for the sole purpose of evidencing the Guarantor’s guarantee, jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwiseseverally, of all Obligations of Seller’s obligations under this Agreement and all instruments to be executed and delivered by Seller at Closing. Except as set forth in the proviso below, Guarantor’s liability under this guaranty shall be limited to an amount equal to two percent (2%) of the Borrower now Purchase Price, in the aggregate (the “Liability Cap”); provided, however, the Liability Cap shall not limit Guarantor’s liability to satisfy Seller’s indemnity obligations under Section 11.01 or hereafter existing Guarantor’s obligations under any Loan Document, whether the Master Lease Guaranty or Xxxx Indemnification Agreement. The Guarantor agrees that this guaranty shall be for principal, interest the benefit of Purchaser and its successors and assigns and may be enforced by Purchaser (including, without limitation, all interest that accrues after the commencement and such successors and assigns) independent of any Insolvency Proceeding action Purchaser may have against Seller. The Guarantor represents to Purchaser that (a) the Guarantor currently holds assets, other than the Guarantor’s interest in the Property, having a fair market value of at least $5,000,000; (b) the Guarantor is an affiliate of Seller and, as such, expects to derive benefits from this Agreement; and (c) this guaranty has been approved by all applicable action and represents a legal, valid and binding obligation of the Borrower, whether or not a claim for post-filing interest is allowed Guarantor enforceable in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, accordance with its terms. Seller and the Guarantor acknowledge and agree that Purchaser has relied and has the right to rely upon the extent not paid by foregoing in connection with Purchaser’s consummation of the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty transaction set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawAgreement.

Guaranty. Each The Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, by acceleration demand or otherwise, of all Obligations obligations of the each Borrower now or hereafter existing under any Loan Document, whether for principal, interest or in respect of this Agreement and the Notes of such Borrower (including, without limitation, all interest that accrues after the commencement any extensions, modifications, substitutions, amendments or renewals of any Insolvency Proceeding or all of the Borrowerforegoing obligations), whether direct or not a claim indirect, absolute or contingent, and whether for post-filing interest is allowed in such Insolvency Proceeding) principal, interest, premiums, fees, commissionsindemnities, expense reimbursementscontract causes of action, indemnifications costs, expenses or otherwise (such obligations, to the extent not paid by the Borrower, obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including including, without limitation, reasonable counsel fees and expensesexpenses of counsel) incurred by the Secured Parties Agent or any Lender in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the any Borrower to the Secured Parties Agent or any Lender under any Loan Document or in respect of this Agreement and its Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the such Borrower. Notwithstanding any other provisions of this Agreement, stock of a foreign entity directly held by the Guarantor shall not serve as security for the Guaranteed Obligations, other than stock of any such foreign entity representing no more than 65% of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation total combined voting power of any Guarantor hereunder exceed the maximum amount all classes of stock of such Guarantor could guarantee under any Debtor Relief Lawentity entitled to vote.

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations (as defined in the Security Agreement) of the Borrower now or hereafter existing under any Loan DocumentCompany from time to time owing by it in respect of the Securities Purchase Agreement, whether for principalthe Notes and the other Transaction Documents, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) of the BorrowerCompany or any Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) , and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under any of the Transaction Documents (such obligations, to the extent not paid by the BorrowerCompany, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Collateral Agent in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each Guarantor’s 's liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Company to the Secured Parties Collateral Agent under any Loan Document the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Guarantor could guarantee under any Debtor Relief LawCompany (each, a "Transaction Party").

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations (as defined in the Security Agreement) of the Borrower now or hereafter existing under any Loan DocumentCompany from time to time owing by it in respect of the Purchase Agreements, whether for principalthe Notes and the other Transaction Documents, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) of the BorrowerCompany or any Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) , and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under any of the Transaction Documents (such obligations, to the extent not paid by the BorrowerCompany, being the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Collateral Agent in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each Guarantor’s 's liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Company to the Secured Parties Collateral Agent under any Loan Document the Purchase Agreements and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Guarantor could guarantee under any Debtor Relief LawCompany (each, a "TRANSACTION PARTY").

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, including all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally Calpine irrevocably and unconditionally guarantees to BAMAGAS the prompt and irrevocably guarantees the punctual complete payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations amounts payable or becoming payable by CES to BAMAGAS and the payment of all present and future liabilities of all kinds of CES to BAMAGAS under or pursuant to the Borrower now or hereafter existing under any Loan DocumentAgreement, whether for principal, interest (including, without limitation, all interest that accrues after the commencement damages suffered by BAMAGAS by reason of CES’ breach of any Insolvency Proceeding of its representations, warranties, indemnities, covenants and other obligations to BAMAGAS under the Agreement and any amendments thereto (collectively the “Obligations”) . This is a guaranty of payment and not of collection. If CES fails to pay or perform any of the BorrowerObligations, for any reason, Calpine will pay or cause to be paid such Obligations directly for BAMAGAS’ benefit promptly upon BAMAGAS’ demand therefor and without BAMAGAS having to make prior demand on CES. This Guaranty is a primary obligation of Calpine and all payments hereunder shall be made without reduction, whether by offset, payment in escrow, or not a claim for post-filing interest is allowed in such Insolvency Proceeding) feesotherwise, commissions, expense reimbursements, indemnifications or otherwise (such obligations, except to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees of any defenses to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights payment or performance which CES may have under the guaranty set forth in Agreement. Notwithstanding anything to the contrary herein, this Article XI. Without limiting Guaranty shall continue to be effective or reinstated, as the generality case may be, if at any time payment of the foregoingObligations, each Guarantor’s liability shall extend to or any part thereof, is rescinded or must otherwise be returned by BAMAGAS upon the insolvency, bankruptcy or reorganization of CES or otherwise, all amounts that constitute part as though the payment of the Guaranteed such Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or had not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawbeen made.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article ‎Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty (a) the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations of the Borrower obligations and any other amounts now or hereafter existing under any Loan Documentowing by the Company in respect of it in respect of the Note and the other Note Transaction Documents, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding proceeding commenced by or against any the Company or any Guarantor under any provision of the BorrowerBankruptcy Code (Chapter 11 of Title 11 of the United States Code) or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief (an "Insolvency Proceeding"), whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Buyer in enforcing any rights under this Guaranty (such obligations, to the guaranty set forth extent not paid by the Company, being the "Guaranteed Obligations") and (b) the punctual and faithful performance, keeping, observance and fulfillment by the Company of all of the agreements, conditions, covenants and obligations of the Company contained in this Article XIthe Note and the other Note Transaction Documents. Without limiting the generality of the foregoing, each Guarantor’s 's liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Company to the Secured Parties Buyer under any Loan Document the Note but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Guarantor could guarantee under any Debtor Relief LawCompany (each, a "Transaction Party").

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations (as defined in the Security Agreement) of the Borrower now or hereafter existing under any Loan DocumentParent from time to time owing by it in respect of the Securities Purchase Agreement, whether for principalthe Notes and the other Transaction Documents, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) of the BorrowerParent or any Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) , and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under any of the Transaction Documents (such obligations, to the extent not paid by the BorrowerParent, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Collateral Agent in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each Guarantor’s 's liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Parent to the Secured Parties Collateral Agent under any Loan Document the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Guarantor could guarantee under any Debtor Relief LawParent (each, a "Transaction Party").

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) , Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all reasonable out-of-pocket expenses for which an invoice has been presented (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Agent and the Lenders in enforcing any rights under the guaranty set forth in this Article ARTICLE XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties Agent and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all reasonable and documented out-of-pocket expenses (including reasonable counsel and documented out-of-pocket fees and expensesexpenses of counsel) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XISection 4. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. (a) Each Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now Obligations, whether absolute or hereafter existing under any Loan Document, contingent and whether for principal, interest (including, without limitation, all interest that accrues after but for the commencement existence of any Insolvency Proceeding of the Borrowera bankruptcy, whether reorganization or not a claim for post-filing interest is allowed in such Insolvency Proceeding) similar proceeding would accrue), fees, commissionsamounts owing in respect of Letter of Credit Obligations, expense reimbursementsamounts required to be provided as collateral, indemnifications indemnities, expenses or otherwise (such obligationscollectively, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties Administrative Agent, any Issuing Bank or any Bank under the Credit Documents and by the Borrower to any Loan Document Swap Counterparty but for the fact that they are unenforceable or not allowable due to insolvency or the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the Borrower. (b) It is the intention of the Guarantors and each Beneficiary that the amount of the Guaranteed Obligations guaranteed by each Guarantor shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer or similar Legal Requirements applicable to such Guarantor. Notwithstanding Accordingly, notwithstanding anything to the contrary contained in this Guaranty or in any other agreement or instrument executed in connection with the payment of any of the foregoingGuaranteed Obligations, the amount of the Guaranteed Obligations guaranteed by a Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not include render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any Excluded Swap Obligations. In no event shall the obligation comparable provision of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawother applicable law.

Guaranty. Each Guarantor The Guarantor, as primary obligor and not merely as surety, hereby jointly and severally irrevocably and unconditionally guarantees to each Holder and irrevocably guarantees to the Trustee and its successors and assigns (a) the full and punctual payment when due, whether at stated maturityStated Maturity, by acceleration or otherwise, of all Obligations obligations of the Borrower Company now or hereafter existing under any Loan Document, this Indenture whether for principalprincipal of or interest on the Notes, interest (including, without limitation, and premium and Make-Whole Amount if any) and all interest that accrues after the commencement of any Insolvency Proceeding other monetary obligations of the Borrower, whether or not a claim for post-filing interest is allowed Company under this Indenture and the Notes in respect of the Notes and (b) the full and punctual performance within the applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid obligations guaranteed hereby by the Borrower, Guarantor being the “"Guaranteed Obligations”"), and . The guaranty of the Guarantor under this Article 12 is herein referred to as this "Guaranty". The Guarantor agrees to pay any and all fees and expenses (including reasonable counsel attorney's fees and expenses) incurred by the Secured Parties Trustee or the Holders in enforcing any rights under the guaranty set forth in this Article XI12 with respect to the Guarantor. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend this Guaranty guarantees, to the extent provided herein, the payment of all amounts that which constitute part of the Guaranteed Obligations and would be owed by the Borrower to Company under this Indenture or the Secured Parties under any Loan Document Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawCompany.

Guaranty. Each The Guarantor hereby jointly guarantees to the Investor the full and severally and unconditionally and irrevocably guarantees the punctual payment when due, due (whether at stated maturity, pursuant to a mandatory prepayment requirement, by acceleration or otherwise) of up to the principal amount due under the First Tranche Promissory Note and the Second Tranche Promissory Note (the “Notes”), of the Exit Fee, all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, including default interest and all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) irrespective of the Borrower, whether or not a claim for post-filing interest therefor is allowed in such Insolvency Proceeding) feescase or proceeding), commissions, expense reimbursements, indemnifications or otherwise (such obligations, and other fees and expenses due to the extent not paid Investor in connection with the Notes, including costs and expenses incurred or expended by the Borrower, being Investor in connection with the enforcement of this Guaranty (the “Guaranteed Obligations”). This is a guaranty of collection only, and agrees to pay not a guaranty of payment. Before enforcing this Guaranty, (i) the Investor first must foreclose upon any and all expenses (including reasonable counsel fees and expenses) incurred by collateral securing the Secured Parties in enforcing any rights Notes under the guaranty set forth in this Article XI. Without limiting Mortgages, (ii) the generality Investor must use reasonable efforts to obtain judgment against the Issuer, and (iii) following satisfaction of clauses (i) and (ii) all or a portion of the foregoingsums due under the Notes constituting liabilities hereunder must remain unpaid; provided, each however, if the Issuer becomes the debtor in (A) any voluntary or (B) any involuntary bankruptcy case which is not dismissed within 60 days, then the Investor immediately may enforce this Guaranty against the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, Subject to the extent not paid by terms and conditions set forth in the Borrower, being the “Guaranteed Obligations”), Order and agrees to pay any other terms and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty conditions set forth in this Article XIAgreement, this is an absolute, irrevocable, and continuing guaranty of payment, not collection, and the circumstance that at any time or from time to time the Guaranteed Debt may be paid in full does not affect the obligation of Guarantor with respect to the Guaranteed Debt incurred after that. Without limiting This Guaranty remains in effect until the generality Guaranteed Debt is fully paid and performed, all LCs have expired or been terminated, and all Financial Xxxxxx with any Lender or Affiliate of any Lender have expired. Guarantor may not rescind or revoke its obligations with respect to the foregoingGuaranteed Debt. Notwithstanding any contrary provision, each it is the intention of Guarantor’s liability shall extend to all amounts , Lenders, and Administrative Agent that constitute part the amount of the Guaranteed Obligations and would Debt guaranteed by Guarantor by this Guaranty shall be owed in, but not in excess of, the maximum amount permitted by the Borrower fraudulent conveyance, fraudulent transfer, or similar Laws applicable to Guarantor. Accordingly, notwithstanding anything to the Secured Parties under contrary contained in this Guaranty or any Loan Document but for other agreement or instrument executed in connection with the fact that they are unenforceable or not allowable due to the existence payment of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoingGuaranteed Debt, the amount of the Guaranteed Obligations Debt guaranteed by Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not include render Guarantor's obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any Excluded Swap Obligations. In no event shall the obligation comparable provision of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief applicable state Law.

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees guarantee the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations of the Borrower now or hereafter existing under Borrowers from time to time owing by them in respect of any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the BorrowerProceeding, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) proceeding), reimbursement obligations and repayment obligations in respect of all Letters of Credit and all interest thereon, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “"Guaranteed Obligations”"), and agrees agree to pay any and all reasonable expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Agent and the Lenders in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each Guarantor’s the Guarantors' liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties Agent and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawLoan Party.

Guaranty. Each Guarantor hereby unconditionally and irrevocably jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-post filing interest is allowed in such Insolvency Proceeding) ), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article ARTICLE XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawbankruptcy, insolvency or other similar law.

Guaranty. Each (a) Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now Obligations, whether absolute or hereafter existing under any Loan Document, contingent and whether for principal, interest (including, without limitation, all interest that accrues after but for the commencement existence of any Insolvency Proceeding of the Borrowera bankruptcy, whether reorganization or not a claim for post-filing interest is allowed in such Insolvency Proceeding) similar proceeding would accrue), fees, commissionsamounts owing in respect of Letter of Credit Obligations, expense reimbursementsamounts required to be provided as collateral, indemnifications indemnities, expenses or otherwise (such obligationscollectively, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower any Loan Party to the Secured Parties Administrative Agent, any Issuing Bank or any Lender under the Credit Documents and by any Loan Document Party to any Swap Counterparty but for the fact that they are unenforceable or not allowable due to insolvency or the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the Borrower. (b) It is the intention of Guarantor and each Beneficiary that the amount of the Guaranteed Obligations guaranteed by Guarantor shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer or similar Legal Requirements applicable to Guarantor. Notwithstanding Accordingly, notwithstanding anything to the contrary contained in this Guaranty or in any other agreement or instrument executed in connection with the payment of any of the foregoingGuaranteed Obligations, the amount of the Guaranteed Obligations guaranteed by Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not include render Guarantor’s obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any Excluded Swap Obligations. In no event shall the obligation comparable provision of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawother applicable law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Agents and the Lenders in enforcing any rights under the guaranty set forth in this Article ARTICLE XI. Without limiting the generality of the foregoingforegoing to the maximum extent permitted by law, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly The undersigned Guarantor, as primary obligor and severally and not merely as surety, unconditionally and irrevocably guarantees to the Banks the punctual payment when due, whether at stated maturity, by acceleration or otherwise, otherwise of all of the Obligations of the Portfolio Entities under the Credit Documents, including without limitation the Obligations of Borrower now under the Credit Agreement and the other Credit Documents, in each case together with the payment of all expenses incurred by Administrative Agent or hereafter existing under the Banks in enforcing any Loan Documentof such obligations and liabilities or the terms hereof, whether for principal, interest (including, without limitation, all interest that accrues after reasonable fees and expenses of legal counsel, but expressly excluding any Obligations (including expenses of enforcement and the commencement fees and expenses of any Insolvency Proceeding legal counsel related thereto) arising out of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, attributable to Projects which have achieved Operation prior to the extent not paid by effective date of this Guaranty (collectively, the Borrower, being the “"Guaranteed Obligations”"), and agrees that if for any reason Borrower or any other Portfolio Entity shall fail to pay when due any of such Guaranteed Obligations, Guarantor will pay the same forthwith. Guarantor waives notice of acceptance of this Guaranty and all expenses of any obligation to which it applies or may apply under the terms hereof, and waives diligence, presentment, demand of payment or performance, notice of dishonor or non-payment or non-performance, protest, notice of protest, of any such obligations, suit or taking other action by the Banks against, and giving any notice of default or other notice to, or making any demand on, any party liable thereon (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law).

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XISection 15 within ten days of written demand. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. (a) Each Guarantor hereby unconditionally and irrevocably, jointly and severally guarantees to the Administrative Agent, for the ratable benefit of the Lenders and unconditionally the Secured Parties, the prompt and irrevocably guarantees complete payment and performance by the punctual payment Borrower when due, due (whether at the stated maturity, by acceleration or otherwise, of all Obligations ) of the Borrower now Lender Indebtedness. (b) Anything herein or hereafter existing under in any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, other Financing Document to the extent not paid by contrary notwithstanding, the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s maximum liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder and under the other Financing Documents shall in no event exceed the maximum amount which can be guaranteed by such Guarantor could guarantee without rendering the obligations of such Guarantor void or voidable as a fraudulent transfer or fraudulent conveyance under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Lender Indebtedness may at any Debtor Relief Lawtime and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guaranty contained in this Section 2 or affecting the rights and remedies of any Lender hereunder. (d) The guaranty contained in this Section 2 shall remain in full force and effect until all of the Lender Indebtedness and the obligations of each Guarantor under the guaranty contained in this Section 2 shall have been satisfied by payment in full, no Letters of Credit remain outstanding and the Revolving Credit Commitments shall have been terminated, notwithstanding that from time to time during the term of the Credit Agreement no Lender Indebtedness may be outstanding.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by or on behalf of the BorrowerBorrowers, being the “"Guaranteed Obligations”"), and agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Agent, the Lenders and the L/C Issuer in enforcing any rights under the guaranty set forth in this Article ARTICLE XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties Agent, the Lenders and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby unconditionally and irrevocably, jointly and severally and unconditionally and irrevocably severally, guarantees the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan DocumentParent from time to time owing by it in respect of the Purchase Agreement, whether for principalthe Securities and the other "Transaction Documents" (as defined in the Purchase Agreement), interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the BorrowerParent or any Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) ), and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under any of the Transaction Documents (such obligations, to the extent not paid by the BorrowerParent, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Collateral Agent and the Buyers in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each Guarantor’s 's liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Parent to the Secured Parties Collateral Agent and the Buyers under any Loan Document the Purchase Agreement and the Securities but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Guarantor could guarantee under any Debtor Relief LawParent (each, a "Transaction Party").

Guaranty. Each FOR VALUE RECEIVED, Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, and at all times thereafter, and the full and prompt performance, of all Obligations of the Borrower each Seller's (each, a "Guaranteed Party") obligations, howsoever created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, now or hereafter existing under or due or to become due, which arise out of or in connection with any Loan Document, whether Seller Transaction Document other than this Guaranty (all of such obligations being hereinafter collectively called the "Liabilities"); provided that nothing contained herein shall be deemed to constitute credit recourse for principal, interest (including, without limitation, all interest that accrues after the commencement payment of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, Receivable; provided further that to the extent not paid (but solely to the extent) that Guarantor's obligations under this Guaranty would breach, violate or constitute an event of default under, that certain Indenture, dated as of March 1, 1993, by and between Guarantor and United States Trust Company of New York, as trustee (the Borrower, being the “Guaranteed Obligations”"Indenture"), such obligations shall be deemed void and unenforceable against Guarantor until such time as the Indenture is terminated, at which time such obligations shall be. deemed fully enforceable against Guarantor. Guarantor further agrees to pay any and all expenses (including reasonable counsel attorneys' fees and legal expenses) paid or incurred by Buyer or its assigns in endeavoring to collect the Secured Parties Liabilities, or any part thereof, and in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawGuaranty.

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations (as defined in the Security Agreement) of the Borrower now or hereafter existing under any Loan DocumentCompany from time to time owing by it in respect of the Securities Purchase Agreement, whether for principalthe Notes and the other Transaction Documents, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) of the BorrowerCompany or any Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) , and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under any of the Transaction Documents (such obligations, to the extent not paid by the BorrowerCompany, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Collateral Agent or any Buyer in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each Guarantor’s 's liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Company to the Secured Parties Collateral Agent or any Buyer under any Loan Document the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Guarantor could guarantee under any Debtor Relief LawCompany (each, a "Transaction Party").

Guaranty. Each Guarantor hereby jointly and -------- severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated by scheduled maturity, by acceleration required prepayment, acceleration, demand or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “"Guaranteed Obligations”"), and agrees to pay any ---------------------- and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Agents, the Lenders and the L/C Issuer in enforcing any rights under the guaranty set forth in this Article ARTICLE XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties Agents, the Lenders and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor of the Guarantors hereby jointly and severally guarantees to the Administrative Agent, the Lenders, the Qualifying Swap Providers, the Qualifying Treasury Management Banks and unconditionally the other holders of the Obligations as hereinafter provided, as primary obligor and irrevocably guarantees not as surety, the punctual prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due, due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise, of all Obligations ) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Borrower now Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or hereafter existing under any Loan Documentotherwise), whether for principalthe Guarantors will, interest (includingjointly and severally, promptly pay the same, without limitationany demand or notice whatsoever, all interest and that accrues after in the commencement case of any Insolvency Proceeding extension of time of payment or renewal of any of the BorrowerObligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or not a claim for post-filing interest is allowed otherwise) in accordance with the terms of such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications extension or otherwise (such obligations, renewal. Notwithstanding any provision to the extent contrary contained herein, in any other of the Credit Documents, Swap Agreements, Treasury Management Agreements or other documents relating to the Obligations, (a) the obligations of each Guarantor under this Agreement and the other Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not paid by the Borrower, being the “Guaranteed Obligations”), and agrees render such obligations subject to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights avoidance under the guaranty set forth in this Article XI. Without limiting the generality Debtor Relief Laws or any comparable provisions of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of any applicable state law and (b) the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations a Guarantor shall not include exclude any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount Obligations with respect to such Guarantor could guarantee under any Debtor Relief LawGuarantor.

Guaranty. Each The New Guarantor hereby unconditionally and irrevocably, guarantees, jointly and severally and unconditionally and irrevocably guarantees with the Existing Guarantor, the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations (as defined in the Security Agreement) of the Borrower now or hereafter existing under any Loan DocumentParent from time to time owing by it in respect of the Securities Purchase Agreement, whether for principalthe Notes and the other Transaction Documents, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) of the BorrowerParent or any Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) , and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under any of the Transaction Documents (such obligations, to the extent not paid by the BorrowerParent, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Collateral Agent in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each the New Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Parent to the Secured Parties Collateral Agent under any Loan Document the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Guarantor could guarantee under any Debtor Relief LawParent (each, a “Transaction Party”).

Guaranty. Each Guarantor hereby unconditionally and irrevocably jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower), whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Agents, the Lenders and the L/C Issuer in enforcing any rights under the guaranty set forth in this Article ARTICLE XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties Agents, the Lenders and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawbankruptcy, insolvency or other similar law.

Guaranty. Each In consideration of the substantial direct and indirect benefits derived by Guarantor from the loans made by Hxxxxx to Fedson, Inc., a Delaware corporation (“Maker”) under that certain Promissory Note, dated as of the date hereof, by and between Holder and Maker (the “Note”), the parties hereby jointly and severally and unconditionally agree as follows: 1.1 Guarantor absolutely, unconditionally, and irrevocably guarantees guarantees, as primary obligor and not merely as surety, the punctual payment payment, when due, whether at stated maturity, by acceleration acceleration, or otherwise, of all Obligations of the Borrower now present and future obligations, liabilities, covenants, and agreements required to be observed, performed, or hereafter existing under any Loan Document, paid by Maker whether for principal, interest or penalties under the Note (includingcollectively, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including reasonable counsel fees legal expenses and expensesreasonable attorneys’ fees) incurred by the Secured Parties Hxxxxx in successfully enforcing any rights under this Guaranty. 1.2 Notwithstanding any provision herein contained to the guaranty set forth in this Article XI. Without limiting the generality of the foregoingcontrary, each Guarantor’s liability with respect to the Obligations shall extend be limited to all amounts an amount not to exceed, as of any date of determination, the amount that constitute part could be claimed by Holder from Guarantor without rendering such claim voidable or avoidable under Section 548 of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties Bankruptcy Code or under any Loan Document but for the fact that they are unenforceable applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawsimilar statute or common law.

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations (as defined in the Security Agreement) of the Borrower now or hereafter existing under any Loan DocumentCompany from time to time owing by it in respect of the Securities Purchase Agreement, whether for principalthe Notes and the other Transaction Documents, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding (as defined in the Security Agreement) of the BorrowerCompany or any Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) , and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under any of the Transaction Documents (such obligations, to the extent not paid by the BorrowerCompany, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Collateral Agent in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Company to the Secured Parties Collateral Agent under any Loan Document the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Company (each, a “Transaction Party”). Each Guarantor could guarantee under any Debtor Relief Lawagrees that this Guaranty is a guaranty of payment and performance and not of collection.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “”Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby Guarantor, jointly and severally severally, hereby (i) irrevocably, absolutely and unconditionally and irrevocably guarantees the punctual prompt payment by the Borrower, as and when due, due and payable (whether at stated by scheduled maturity, by acceleration required prepayment, acceleration, demand or otherwise), of all Obligations of the Borrower amounts now or hereafter existing under any owing in respect of the Notes, the Credit Agreement and the other Loan DocumentDocuments, whether for principal, interest (including, without limitation, all including interest that accrues accruing on or after the commencement filing of any Insolvency Proceeding petition in bankruptcy or for reorganization relating to the Borrower), reimbursement of drawings, cash collateral for letters of credit, premiums, indemnities, fees, expenses or otherwise, and whether accruing before or subsequent to the filing of a petition initiating a bankruptcy, reorganization, liquidation or similar proceeding affecting the Borrower (notwithstanding the operation of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceedingautomatic stay under Section 362(a) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to of the extent not paid by the Borrower, being the “Guaranteed Obligations”U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents; and (ii) agrees to pay any and all expenses (including reasonable counsel fees legal fees, costs and expenses) incurred by the Secured Parties Agent or any of the Lenders in enforcing any its rights under this Guaranty (the guaranty set forth foregoing obligations described in this Article XIclauses (i) and (ii) above are hereinafter referred to as the “Obligations”). Without limiting the generality of the foregoing, each Guarantor’s the Guarantors’ liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to under the Secured Parties under any Credit Agreement or the other Loan Document Documents but for the fact that they are such document is unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each (a) Except as otherwise provided herein, each Guarantor hereby hereby, jointly and severally severally, irrevocably, absolutely, and unconditionally guarantees, as primary obligor and irrevocably guarantees not merely as surety, to Holder the punctual prompt, complete, and full payment when due, whether at stated maturity, by acceleration or otherwiseand no matter how the same shall become due, of all Obligations sums payable by Jamex Parent, Company and any other member of the Borrower now or hereafter existing under any Jamex Group arising under, and in accordance with the terms of, the Loan DocumentDocuments, whether for principal, interest interest, fees (including, without limitation, all interest that accrues after including attorneys’ fees to the commencement of any Insolvency Proceeding extent provided in Section 6.7 of the BorrowerNote), whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligationscollectively, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to and include all post-petition interest, expenses and obligations for the payment of amounts that constitute part of arising under, and in accordance with the Guaranteed Obligations and terms of, the Loan Documents, which would be owed by the Borrower to the Secured Parties under any Loan Document Obligor but for the fact that they such liabilities are unenforceable not allowed as claims in any bankruptcy, reorganization, insolvency, liquidation or not allowable due similar proceeding involving any other Obligor. (b) If any Obligor shall for any reason fail to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding pay any of the foregoingGuaranteed Obligations, as and when such Guaranteed Obligations Obligation shall not include any Excluded Swap Obligations. In no event shall become due and payable, whether at its stated maturity, as a result of the obligation exercise of any power to accelerate, or otherwise, then each Guarantor hereunder exceed (or, if such Obligor is a Guarantor, the maximum amount other Guarantors) will, upon demand by Holder, pay such Guarantor could guarantee under any Debtor Relief Lawunpaid Guaranteed Obligation in full to Holder.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligationsObligations, to the extent not paid by the BorrowerBorrowers, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. (a) Each Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now Obligations, whether absolute or hereafter existing under any Loan Document, contingent and whether for principal, interest (including, without limitation, all interest that accrues after but for the commencement existence of any Insolvency Proceeding of the Borrowera bankruptcy, whether reorganization or not a claim for post-filing interest is allowed in such Insolvency Proceeding) similar proceeding would accrue), fees, commissionsamounts owing in respect of Letter of Credit Obligations, expense reimbursementsamounts required to be provided as collateral, indemnifications indemnities, expenses or otherwise (such obligationscollectively, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower any Loan Party to the Secured Parties Administrative Agent, any Issuing Bank or any Lender under the Credit Documents and by any Loan Document Party to any Swap Counterparty but for the fact that they are unenforceable or not allowable due to insolvency or the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the Borrower. (b) It is the intention of the Guarantors and each Beneficiary that the amount of the Guaranteed Obligations guaranteed by each Guarantor shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer or similar Legal Requirements applicable to such Guarantor. Notwithstanding Accordingly, notwithstanding anything to the contrary contained in this Guaranty or in any other agreement or instrument executed in connection with the payment of any of the foregoingGuaranteed Obligations, the amount of the Guaranteed Obligations guaranteed by a Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not include render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any Excluded Swap Obligations. In no event shall the obligation comparable provision of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawother applicable law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as a surety, the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers (and any one or more of them) now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) proceeding), LC Exposure, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, obligations being the “"Guaranteed Obligations”"), and agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Agents, the Lenders and the Issuing Bank in protecting or enforcing any rights under the guaranty set forth in this Article ARTICLE XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties Agents, the Lenders and the Issuing Bank under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan DocumentSecured Obligations, whether for principal, interest (including, without limitation, all interest interest, make-whole and other amounts that accrues accrue after the commencement of any Insolvency Proceeding of the BorrowerCompany or any Guarantor, whether or not a claim for postthe payment of such interest, make-filing interest is allowed whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding) , and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under the Securities Purchase Agreement (such obligationsother than in respect of the Warrants), to the extent not paid by Notes and the Borrower, Security Documents (all of the foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Collateral Agent in enforcing any rights under this Guaranty or otherwise in respect of the guaranty set forth in this Article XIGuaranteed Obligations. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Company to the Secured Parties Collateral Agent or any Buyer under any Loan Document the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawTransaction Party.

Guaranty. Each Guarantor Subject to the terms and conditions hereinafter set forth, -------- the FDIC hereby jointly and severally and unconditionally and irrevocably guarantees guaranties to the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations Trustee on behalf of the Borrower now holders of Certificates evidencing an interest in a particular Sub-Pool payment as provided in Section 3.02 of the Credit Draw Amount and the Expense Draw Amount for such Sub-Pool, provided that the Guarantied Amount in respect of a particular Sub- Pool shall not exceed the Available Sub-Pool Coverage Amount plus the Excess Coverage Amount for such Sub-Pool at the time of determination. The obligations of the FDIC under this Section 2.01 are absolute and unconditional, (a) irrespective of (i) the value, genuineness, validity, regularity or hereafter existing under enforceability of the Mortgage Assets or any Loan Documentother agreement or instrument referred to herein or therein, whether for principalor (ii) any substitution, interest (including, without limitation, all interest that accrues after the commencement release or exchange of any Insolvency Proceeding other guaranty of or security for any of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency ProceedingMortgage Assets and (b) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the fullest extent not paid permitted by the Borrowerapplicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the “Guaranteed Obligations”), intent of this Section 2.01 that the obligation of the FDIC hereunder be absolute and agrees to pay unconditional under any and all expenses (including reasonable counsel fees circumstances. It is understood and expenses) incurred by agreed that the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality assets of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part Bank Insurance Fund (the "BIF") are the sole assets available for payment of the Guaranteed Obligations Guarantied Amounts pursuant to this Agreement and would be owed by that the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any obligations of the foregoing, Guaranteed Obligations shall FDIC hereunder are not include any Excluded Swap Obligations. In no event shall general obligations of the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawUnited States backed by its full faith and credit.

Guaranty. Each Guarantor GlyEco hereby irrevocably jointly and severally guarantees each and unconditionally every covenant and irrevocably guarantees obligation of each other Seller, the punctual payment when duefull and timely performance of such Sellers’ obligations under the provisions of this Agreement, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest the indemnification obligations of each such Seller set forth in Section 11 hereof. This is a guaranty of payment and performance, and not of collection, and GlyEco acknowledges and agrees that accrues after this guaranty is full, irrevocable and unconditional, and no release or extinguishments of such Sellers’ liabilities or obligations (other than in accordance with the commencement terms of any Insolvency Proceeding of the Borrowerthis Agreement), whether by decree in any bankruptcy proceeding or not a claim otherwise, will affect the continuing validity and enforceability of this guaranty. GlyEco hereby waives, for post-filing interest is allowed in such Insolvency Proceeding) feesthe benefit of Purchaser and to the fullest extent permitted by law, commissionsany defenses or benefits that may be derived from or afforded by law that limit the liability of or exonerate guarantors or sureties, expense reimbursements, indemnifications or otherwise (such obligations, except to the extent that any such defense is available to each such Seller. GlyEco understands that Purchaser is relying on this guaranty in entering into this Agreement. GlyEco may not paid by the Borrowerassign any of its agreements, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any obligations or rights under this Agreement, in whole or in part, without the guaranty set forth in prior written consent of Purchaser. This Section 26 shall survive the termination of this Article XI. Without limiting the generality Agreement until all obligations of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations Seller hereunder have been timely and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawfully performed.

Guaranty. Each Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably irrevocably (a) guarantees the full and punctual payment when due, whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, of all Secured Obligations of the Borrower now or hereafter existing under any Loan Documentexisting, whether for principal, interest (including, without limitation, all including interest that accrues accruing at the then applicable rate provided in the Credit Agreement after the commencement occurrence of any Insolvency Proceeding Default set forth in Section 8.01(f) or (g) of the BorrowerCredit Agreement, whether or not a claim for post-filing or post-petition interest is allowed in such Insolvency Proceeding) under applicable Law following the institution of a proceeding under bankruptcy, insolvency or similar Laws), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, reimbursement obligations with respect to the extent not paid by the BorrowerLetters of Credit or otherwise, being the “Guaranteed Obligations”), expenses or otherwise; and (b) indemnifies and agrees to pay holds harmless each Secured Party for any and all costs and expenses (including reasonable counsel attorney’s fees and expenses) incurred by the such Secured Parties Party in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, provided that each Guarantor’s liability Guarantor shall extend to all amounts that constitute part of the Guaranteed Obligations and would only be owed by the Borrower to the Secured Parties liable under any Loan Document but this Guaranty for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount of such liability that can be hereby incurred without rendering this Guaranty, as it relates to such Guarantor, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This Guaranty constitutes a guaranty of payment when due and not of collection, and each Guarantor specifically agrees that it shall not be necessary or required that any Secured Party exercise any right, assert any claim or demand or enforce any remedy whatsoever against any Loan Party or any other Person before or as a condition to the obligations of such Guarantor could guarantee under any Debtor Relief Lawhereunder.

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral Agent and the Buyers, the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan DocumentObligations, whether for principal, interest (including, without limitation, all interest interest, make-whole and other amounts that accrues accrue after the commencement of any Insolvency Proceeding of the BorrowerCompany or any Guarantor, whether or not a claim for postthe payment of such interest, make-filing interest is allowed whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding) , and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under any of the Transaction Documents (such obligations, to all of the extent not paid by the Borrower, foregoing collectively being the “Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Collateral Agent in enforcing any rights under the guaranty set forth in this Article XIGuaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Company to the Secured Parties Collateral Agent or any Buyer under any Loan Document the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawTransaction Party.

Guaranty. Each Guarantor hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty the punctual payment payment, as and when due, whether at stated maturitydue and payable, by acceleration stated maturity or otherwise, of all Obligations obligations of the Borrower now or hereafter existing under any Loan DocumentCompany from time to time owing by it in respect of the Purchase Agreements, whether for principalthe Notes and the other Transaction Documents, including, without limitation, all principal of and all interest on the Notes (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrowerany Guarantor, whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding) ), and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise to become due under any of the Transaction Documents (such obligations, to the extent not paid by the BorrowerCompany, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Secured Parties Collateral Agent or any Investor in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Company to the Secured Parties Collateral Agent or any Investor under any Loan Document the Purchase Agreements and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Guarantor could guarantee under any Debtor Relief LawCompany (each, a “Transaction Party”).

Guaranty. Each Guarantor The Guarantors hereby jointly and severally and unconditionally and irrevocably guarantees guarantee the punctual payment when due, whether at stated maturity, by acceleration or otherwiseotherwise (including, without limitation, all amounts which would have become due but for the operation of the automatic stay under Section 362(a) of the Federal Bankruptcy Code, 11 U.S.C. ss. 362(a)), of all Obligations obligations of the Borrower now or hereafter existing to the Bank, including, but not limited to, all obligations of the Borrower now or hereafter existing under any Loan Documentthe Notes and the other Facility Documents to which the Borrower is or will be a party, whether for principal, interest (includinginterest, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications expenses or otherwise (such obligations, to the extent not paid by the Borrower, obligations being the “Guaranteed Obligations”"OBLIGATIONS"), and agrees to pay any and all expenses (including including, without limitation, reasonable counsel fees and expensesexpenses of counsel) incurred by the Secured Parties Bank in enforcing any rights under the guaranty set forth in this Article XIGuaranty. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document Bank but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the BorrowerBorrower or any other Guarantor. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation obligations of any each Guarantor hereunder exceed shall be limited to a maximum aggregate amount equal to the maximum greatest amount that would not render such Guarantor could guarantee Guarantor's obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any Debtor Relief Lawprovisions of applicable state law.

Guaranty. Each Guarantor (a) The Guarantors hereby jointly and severally guarantee to Collateral Agent and unconditionally the Purchasers, and irrevocably guarantees their successors and assigns, the punctual prompt payment in full when due, due (whether at stated maturity, by acceleration or otherwise, of all Obligations ) of the Borrower now principal of and interest on the Notes, all fees and other amounts and Obligations from time to time owing to Collateral Agent and the Purchasers by Issuer and each other Obligor under the Notes, this Agreement or hereafter existing under any Loan Documentother Note Document (for the avoidance of doubt, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of including any Insolvency Proceeding obligations of the BorrowerIssuer under Exhibit C), whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise each case strictly in accordance with the terms hereof and thereof (such obligations, to the extent not paid by the Borrower, obligations being herein collectively called the “Guaranteed Obligations”), . The Guarantors hereby further jointly and agrees severally agree that if Issuer or any other Guarantor shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and would be owed by that in the Borrower to the Secured Parties under case of any Loan Document but for the fact that they are unenforceable extension of time of payment or not allowable due to the existence renewal of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoingGuaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. The guarantee in this Section 12.15(a) is a continuing guarantee, and shall apply to all Guaranteed Obligations shall not include any Excluded Swap Obligationswhenever arising. In no event shall The Guarantors hereby further agree that the obligation obligations of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawIssuer as set forth on Exhibit C attached hereto apply mutatis mutandis as obligations of the Guarantors.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the BorrowerBorrowers, being the “ “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap ObligationsHedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly guarantees to each Lender and severally each other holder of the Obligations as hereinafter provided, as primary obligor and unconditionally and irrevocably guarantees not as surety, the punctual prompt payment of the Obligations in full when due, due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise, of all Obligations ) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any of the Borrower now Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or hereafter existing under any Loan Documentotherwise), whether for principal, interest (includingsuch Guarantor will promptly pay the same, without limitationany demand or notice whatsoever, all interest and that accrues after in the commencement case of any Insolvency Proceeding extension of time of payment or renewal of any of the BorrowerObligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or not a claim for post-filing interest is allowed otherwise) in accordance with the terms of such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications extension or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowerrenewal. Notwithstanding any provision to the contrary contained herein or in any other of the foregoingLoan Documents or the other documents relating to the Obligations, Guaranteed Obligations the obligations of the Guarantors under this Guaranty and the other Loan Documents shall not include any Excluded Swap Obligations. In no event shall exceed an aggregate amount equal to the obligation of any Guarantor hereunder exceed the maximum largest amount that would not render such Guarantor could guarantee obligations subject to avoidance under any applicable Debtor Relief LawLaws.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower and each other Loan Party now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, including all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all reasonable and documented out-of-pocket expenses (including reasonable counsel and documented out-of-pocket fees and expensesexpenses of (i) one outside counsel and one local counsel in each relevant jurisdiction for the Agents and (ii) one outside counsel and one local counsel in each relevant jurisdiction for the other Lenders taken as a whole) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower or any other Loan Party to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount Borrower or such Guarantor could guarantee under any Debtor Relief Lawother Loan Party.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by or on behalf of the BorrowerBorrowers, being the “"Guaranteed Obligations”"), and agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties Agents, the Lenders and the L/C Issuer in enforcing any rights under the guaranty set forth in this Article ARTICLE XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower Borrowers to the Secured Parties Agents, the Lenders and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document Document, but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Each Guarantor The Guarantors hereby jointly and severally absolutely and unconditionally guarantee to the Lenders and irrevocably guarantees the punctual Administrative Agent (collectively, the "Beneficiaries"), as a guarantee of payment and not merely as a guarantee of collection, prompt payment when due, whether at stated maturity, by upon acceleration or otherwiseotherwise due pursuant to the Credit Agreement, and at all times thereafter, of the Obligations under the Loan Documents (including all Obligations of the Borrower now or hereafter existing under any Loan Documentrenewals, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), extensions and agrees to pay any modifications thereof and all expenses (out-of-pocket expenses, including reasonable counsel attorneys' fees and expenses) expenses incurred by the Secured Parties Beneficiaries in enforcing any rights under connection with the guaranty set forth in this Article XIcollection or enforcement thereof) (collectively, the "Guaranteed Obligations"). Without limiting The Beneficiaries' books and records showing the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and would shall be owed binding upon the Guarantors and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the Borrower genuineness, validity, regularity or enforceability of the Obligations or the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due Guaranteed Obligations which might otherwise constitute a defense to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any obligations of the foregoing, Guaranteed Obligations shall not include any Excluded Swap ObligationsGuarantors under this Guaranty. In no event shall the obligation The obligations of any Guarantor hereunder exceed shall be limited to an aggregate amount equal to the maximum largest amount such Guarantor could guarantee that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any Debtor Relief Lawcomparable provisions of any applicable state law.

Guaranty. Each Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) ), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay any and all reasonable and documented out-of-pocket expenses (including reasonable counsel and documented out-of-pocket fees and expensesexpenses of (i) one outside counsel and one local counsel in each relevant jurisdiction for the Agents, (ii) one outside counsel and one local counsel in each relevant jurisdiction for the Specified Lender, the Observer and any Lender Director and (iii) one outside counsel and one local counsel in each relevant jurisdiction for the other Lenders taken as a whole) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the any Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. (a) Each Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrower now Obligations, whether absolute or hereafter existing under any Loan Document, contingent and whether for principal, interest (including, without limitation, all interest that accrues after but for the commencement existence of any Insolvency Proceeding of the Borrowera bankruptcy, whether reorganization or not a claim for post-filing interest is allowed in such Insolvency Proceeding) similar proceeding would accrue), fees, commissionsamounts owing in respect of Letter of Credit Obligations, expense reimbursementsamounts required to be provided as collateral, indemnifications indemnities, expenses or otherwise (such obligationscollectively, to the extent not paid by the Borrower, being the “"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under the guaranty set forth in this Article XI. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties Administrative Agent, any Issuing Bank or any Bank under the Credit Documents and by the Borrower to any Loan Document Swap Counterparty but for the fact that they are unenforceable or not allowable due to insolvency or the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the Borrower. (b) It is the intention of the Guarantors and each Beneficiary that the amount of the Guaranteed Obligations guaranteed by each Guarantor shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer or similar Legal Requirements applicable to such Guarantor. Notwithstanding Accordingly, notwithstanding anything to the contrary contained in this Guaranty or in any other agreement or instrument executed in connection with the payment of any of the foregoingGuaranteed Obligations, the amount of the Guaranteed Obligations guaranteed by a Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not include render such Guarantor's obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any Excluded Swap Obligations. In no event shall the obligation comparable provision of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawother applicable law.

Guaranty. Each The Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably irrevocably: (a) guarantees the full and punctual payment when duedue in accordance with the terms of the Letter Agreement, whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, of all Obligations of the Borrower now or hereafter existing under any Loan Document, whether for principal, interest (includinginterest, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding) fees, commissions, expense reimbursements, indemnifications expenses or otherwise otherwise; and (such obligations, to b) indemnifies and holds harmless the extent not paid by the Borrower, being the “Guaranteed Obligations”), and agrees to pay Lender for any and all reasonable out-of-pocket costs and expenses (including reasonable counsel attorney's fees and expenses) incurred by the Secured Parties Lender in enforcing any rights under this Guaranty after the guaranty set forth in occurrence of a demand for payment of all Accrued Liabilities is made hereunder; PROVIDED HOWEVER, that the Guarantor shall be liable under this Article XI. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Secured Parties under any Loan Document but Guaranty for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount of such liability that can be hereby incurred without rendering this Guaranty, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This Guaranty constitutes a guaranty of payment when due and not of collection, and the Guarantor could guarantee under specifically agrees that it shall not be necessary or required that the Lender exercise any Debtor Relief Lawright, assert any claim or demand or enforce any remedy whatsoever against the Borrower (or any other Person) before or as a condition to the obligations of the Guarantor hereunder.