Common use of The Guaranty Clause in Contracts

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders and the Issuing Lenders as follows: the Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all Guarantied Credit Party Obligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Guarantied Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution because of any Applicable Law relating to fraudulent conveyances or transfers) then the obligations of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each such Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under Applicable Law (including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountExcluded Swap Obligations.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due (due, whether at stated maturity, upon acceleration or otherwise) , of the Obligations, principal of and Make-Whole Amount and interest on (including, without limitation, (iinterest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the principal Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and interest on each Loan made subsequent to the commencement of any proceeding against or with respect to the Borrower pursuant to under any chapter of the Credit AgreementBankruptcy Code), indemnification payments, expenses (iiincluding attorneys’ fee and expenses) obligations owing under or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with Facility LCs, and (iii) all other amounts payable by the Borrower enforcing any rights under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beNote Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable irrevocable, unconditional, present and unconditional continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Each Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the Guarantors hereby waives payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any and all benefits and defenses other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under CC Section 2810 and agrees that by doing so Guarantors shall the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be liable even if Borrower had no liability paid such amounts to the Holders, in lawful money of the United States of America, at the time of execution of any place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the Loan Documents or thereafter ceases to be liable. Each payment of Guaranteed Obligations) together with interest (in the Guarantors hereby waives any amounts and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, extent required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such Notes) on any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountdue and owing.

The Guaranty. Each of the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly with each other Guarantor and severally with the other Guarantorsseverally, as a primary obligor and not merely as a surety, to each Beneficiary and its successors, transfers and assigns, the full and punctual payment and performance when due (due, whether at stated maturity, upon acceleration or otherwise) , of the Obligationsprincipal of, and Make-Whole Amount, if any, and interest on (including, without limitation, (iinterest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Company) the principal Notes issued, including Shelf Notes issued after the date hereof, and all other amounts under any Transaction Document and all other obligations, agreements and covenants of the Company now or hereafter existing under any Transaction Document whether for principal, Make-Whole Amount, if any, interest (including interest accruing both prior to and interest on each Loan made subsequent to the Borrower pursuant commencement of any proceeding against or with respect to the Credit AgreementCompany under any chapter of the Bankruptcy Reform Act of 1978, as codified under Title 11 of the United States Code, and the rules promulgated thereunder (iithe “Bankruptcy Code”)), indemnification payments, expenses (including attorneys’ fee and expenses) obligations owing under or otherwise, and all costs and expenses, if any, incurred by any Beneficiary in connection with Facility LCs, and (iii) all other amounts payable by the Borrower enforcing any rights under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (i) the failure by the Borrower Company to pay punctually any such amountamount or perform such obligation, subject to and (ii) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beNote Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable irrevocable, unconditional, present and unconditional continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Company or any other action, occurrence or circumstance whatsoever. Each Notwithstanding any stay, injunction or other prohibition preventing such action against the Company, if for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to perform and (in the case of the Guarantors hereby waives payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any and all benefits and defenses other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under CC Section 2810 and agrees that by doing so Guarantors shall the Note Purchase Agreement or any other Transaction Document, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be liable even if Borrower had no liability paid such amounts to the Beneficiaries, in lawful money of the United States of America, at the time of execution of any place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the Loan Documents or thereafter ceases to be liable. Each payment of Guaranteed Obligations) together with interest (in the Guarantors hereby waives any amounts and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, extent required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such Notes) on any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountdue and owing.

The Guaranty. Each In order to induce the Agents, the Collateral Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements in recognition of the Guarantors direct benefits to be received by each Credit Agreement Party from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Designated Interest Rate Protection Agreements, each Credit Agreement Party hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Obligations, including, without limitation, (i) the principal Relevant Guaranteed Obligations of and interest on each Loan made any Credit Agreement Party to the Borrower pursuant Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Credit AgreementAdministrative Agent and/or the other Guaranteed Creditors, (ii) obligations owing under or in connection order, on demand, together with Facility LCs, any and (iii) all other amounts payable expenses which may be incurred by the Borrower under the Credit Agreement Administrative Agent and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all Guaranteed Creditors in collecting any of the foregoing being referred to collectively as the “Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Agreement Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Credit Agreement Party agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Agreement Party, notwithstanding any revocation of Borrower Notwithstanding this Credit Agreement Party Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Banks to enter into this ------------ Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Banks as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by Obligations of the Borrower to pay punctually the Guaranteed Creditors. If any such amount, subject to any applicable grace or notice and cure period, each all of the Guarantors agrees that it shall forthwith on demand Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such amount at indebtedness to the place and in Agent and/or the manner specified in the Credit Agreement Banks, or the relevant other Loan Documentorder, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absoluteon demand, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives together with any and all benefits and defenses under CC Section 2810 and agrees that expenses which may be incurred by doing so Guarantors shall be liable even if Borrower had no liability at the time Agent or the Banks in collecting any of execution the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and all benefits and defenses under CC Section 2809 and in such event Holdings agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that of Borrower Notwithstanding binding upon Holdings, notwithstanding any other provision revocation of this GuarantyGuaranty other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Secured Bank Product Obligations in recognition of the Guarantors direct benefits to be received by each Credit Agreement Party from the proceeds of the Revolving Loans and the entering into of such Secured Bank Product Obligations, each Credit Agreement Party hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Obligations, including, without limitation, (i) the principal Relevant Guaranteed Obligations of and interest on each Loan made any Credit Agreement Party to the Borrower pursuant Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Credit AgreementAdministrative Agent and/or the other Guaranteed Creditors, (ii) obligations owing under or in connection order, on demand, together with Facility LCs, any and (iii) all other amounts payable expenses which may be incurred by the Borrower under the Credit Agreement Administrative Agent and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all Guaranteed Creditors in collecting any of the foregoing being referred to collectively as the “Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Agreement Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Credit Agreement Party agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Agreement Party, notwithstanding any revocation of Borrower Notwithstanding this Credit Agreement Party Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including(iii) the punctual and faithful performance, without limitationkeeping, observance, and fulfillment by the Borrower of all Rate Management Obligations (but excludingof the agreements, for conditions, covenants, and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower Borrower, or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the Guarantors direct and indirect benefits to be received by Holdings from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, Holdings hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Obligations to the Guaranteed Creditors. If any or all of the Obligations of Holdings to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this This Holdings Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Holdings Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and all benefits and defenses under CC Section 2809 and in such event Holdings agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon Holdings, notwithstanding any revocation of Borrower Notwithstanding this Holdings Guaranty or any other provision instrument evidencing any liability of this Guarantyany the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Secured Hedge Counterparties to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors direct benefits to be received by each Credit Agreement Party from the proceeds of the Loans, the issuance of the Letters of Credit and Bank Guaranties the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each Credit Agreement Party hereby agrees with the Lenders and the Secured Hedge Counterparties as follows: each Credit Agreement Party hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. For the avoidance of doubt, the “Relevant Guaranteed Obligations” of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the U.S. Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and includinginclude, without limitation, all Rate Management Obligations (but excluding, for of the avoidance of doubt, all Excluded Swap Bermuda Borrower under this Agreement and such Obligations) (. If any or all of the foregoing being referred Relevant Guaranteed Obligations of any Credit Agreement Party to collectively as the “Guaranteed Creditors becomes due and payable hereunder, each Credit Agreement Party unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Agreement Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Credit Agreement Party agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Agreement Party, notwithstanding any revocation of Borrower Notwithstanding this Credit Agreement Party Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Secured Hedge Counterparties to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors direct benefits to be received by each Borrower from the proceeds of the Loans, the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each Borrower hereby agrees with the Lenders and the Secured Hedge Counterparties as follows: each Borrower hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. For the avoidance of doubt, the “Relevant Guaranteed Obligations” of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the U.S. Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and includinginclude, without limitation, all Rate Management Obligations (but excluding, for of the avoidance of doubt, all Excluded Swap Bermuda Borrower under this Agreement and such Obligations) (. If any or all of the foregoing being referred Relevant Guaranteed Obligations of either Borrower to collectively as the “Guaranteed Creditors becomes due and payable hereunder, each Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations”). Upon the failure by the This Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Borrower Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Borrower agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Party, notwithstanding any revocation of this Borrower Notwithstanding Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Borrower shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Secured Hedging Obligations in recognition of the Guarantors direct benefits to be received by each Credit Party from the proceeds of the Loans and the entering into of such Secured Hedging Obligations, each Credit Party hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Guaranteed Creditors as follows: each Credit Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Obligations, including, without limitation, (i) the principal Relevant Guaranteed Obligations of and interest on each Loan made any Credit Party to the Borrower pursuant Guaranteed Creditors becomes due and payable hereunder, such Credit Party, unconditionally and irrevocably, promises to pay such indebtedness to the Credit AgreementAdministrative Agent and/or the other Guaranteed Creditors, (ii) obligations owing under or in connection order, on demand, together with Facility LCs, any and (iii) all other amounts payable expenses which may be incurred by the Borrower under the Credit Agreement Administrative Agent and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all Guaranteed Creditors in collecting any of the foregoing being referred to collectively as the “Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Credit Party agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Party, notwithstanding any revocation of Borrower Notwithstanding this Credit Party Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Credit Party shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each Guarantor hereby guarantees to each Secured Party and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment and performance of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the Obligations in full and punctual payment when due (whether at stated maturity, upon as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), each 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 Obligations, includingthe same will be promptly paid in full when due (whether at extended maturity, without limitationas a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreementcollectively, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon Subject to Section 10.06 and the failure by the Borrower to pay punctually any such amountlast sentence of this Section 10.01 below, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that this Guaranty is upon the failure of any Guaranteed Obligations to be paid when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), the Guarantors will, upon demand pay, or cause to be paid, in cash, to the Administrative Agent for the ratable benefit of Secured Parties, an absoluteamount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, irrevocable accrued and unconditional guaranty unpaid interest on such Guaranteed Obligations (including interest which, but for any Borrower’s becoming the subject of payment and is a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a guaranty of collection. Each of claim is allowed against any Borrower for such interest in the Guarantors hereby waives any related bankruptcy case) and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at other Guaranteed Obligations then owed to the time of execution of Secured Parties as aforesaid. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this GuarantyDocuments, the amount guaranteed by Guaranteed Obligations of each Guarantor hereunder under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the extent, if any, required so largest amount that its would not render such obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountDebtor Relief Laws.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement, any Hedging Agreement Provider to enter into any Secured Hedging Agreement and any Cash Management Bank to enter into any Secured Cash Management Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Secured Hedging Agreement or any Secured Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders, the Hedging Agreement Providers and the Cash Management Banks as follows: each Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Secured Hedging Agreement or any Secured Cash Management Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Hedging Agreement Providers, the Cash Management Banks, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents, any Secured Hedging Agreement or any Secured Cash Management Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (i) the principal because of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace state or notice and cure period, federal law relating to fraudulent conveyances or transfers) then the obligations of each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under applicable law (whether federal or state and including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountCode).

The Guaranty. Each of the Guarantors (a) Parent hereby irrevocably and unconditionally guarantees, jointly as a primary obligor and severally with the other Guarantorsnot as a surety, to each Secured Creditor and their respective successors and assigns, the prompt payment in full and punctual payment when due (whether at stated maturity, upon by required prepayment, declaration, demand, by acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Loan made Lender of, any Borrower, and all other Secured Obligations from time to time owing to the Secured Creditors by any Credit Party under any Credit Document, any ABL Secured Cash Management Agreement or any ABL Secured Hedging Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Parent Guaranteed Obligations”) and (b) each Borrower pursuant hereby guarantees, as a primary obligor and not as a surety, to each Secured Creditor and their respective successors and assigns, the prompt payment in full when due of Secured Obligations from time to time owing to the Secured Creditors by any Credit Party under any ABL Secured Cash Management Agreement or any ABL Secured Hedging Agreement, in each case strictly in accordance with the terms thereof (ii) such obligations owing under or in connection being herein collectively called the “Borrower Guaranteed Obligations” and, together with Facility LCsthe Parent Guaranteed Obligations, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors Parent hereby agrees that this Guaranty is an absoluteif any Borrower shall fail to pay in full when due (whether at stated maturity, irrevocable by acceleration or otherwise) any of the Guaranteed Obligations, Parent will promptly pay the same in cash, upon demand, and unconditional guaranty that in the case of any extension of time of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution or renewal of any of the Loan Documents Parent Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or thereafter ceases to be liableotherwise) in accordance with the terms of such extension or renewal. Each Borrower hereby agrees that if any Credit Party shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guarantors hereby waives Borrower Guaranteed Obligations, such Borrower will promptly pay the same in cash, upon demand, and that in the case of any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that extension of time of payment or renewal of any of the Borrower Notwithstanding any other provision of this GuarantyGuaranteed Obligations, the amount guaranteed same will be promptly paid in full when due (whether at extended maturity, by each Guarantor hereunder shall be limited to acceleration or otherwise) in accordance with the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 terms of the Bankruptcy Code such extension or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountrenewal.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by the Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Lenders as follows: the Company hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise, of any and all of the Guaranteed Obligations (other than, with respect to the Company, any Excluded Swap Obligations of the Company) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made Subsidiary Borrowers to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under Guaranteed Creditors. If any or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Guaranteed Obligations of such Borrowers to collectively as the “Guaranteed Obligations”). Upon Creditors becomes due and payable hereunder, the failure by the Borrower Company unconditionally promises to pay punctually any such amountindebtedness to the Administrative Agent and/or the Lenders, subject to any applicable grace or notice and cure periodon demand, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives together with any and all benefits and defenses under CC Section 2810 and agrees that reasonable, out-of-pocket expenses which may be incurred by doing so Guarantors shall be liable even if Borrower had no liability at the time Administrative Agent or the Lenders in collecting any of execution the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers), then and all benefits and defenses under CC Section 2809 and in such event the Company agrees that by doing so Guarantors’ any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of the guaranty under this Section 15 or other instrument evidencing any liability may of any Borrower, and the Company shall be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each Guarantor hereby guarantees, as a co-obligor and not merely as surety, to the Holders, the prompt payment of all Liabilities (including without limitation principal, premium if any, and interest (including all interest that accrues after the commencement of any proceeding under any applicable bankruptcy, insolvency, reorganization and other similar laws of the Guarantors hereby irrevocably Company or any Guarantor (the Company and unconditionally guaranteeseach Guarantor collectively referred to herein as the “Note Parties” and each individually, jointly a “Note Party”) at the rate provided in the respective Transaction Document, whether or not a claim for post-petition interest is allowed in such proceeding under any applicable bankruptcy, insolvency, reorganization and severally with other similar laws) on the other GuarantorsNotes, and all obligations which, but for the automatic stay under 11 U.S.C. Section 362 (or similar successor statute), would become due), whenever arising, in full and punctual payment when due (whether at stated maturity, upon as a mandatory prepayment, by acceleration or otherwiseotherwise in accordance with any Transaction Document) of strictly in accordance with the Obligationsterms thereof (hereinafter, includingcollectively, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon Each Guarantor hereby further agrees that if any of the failure Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise in accordance with any Transaction Document), such Guarantor will promptly pay the Borrower to pay punctually same, without any such amount, subject to any applicable grace demand or notice whatsoever, and cure period, each that in the case of any extension of time of payment or renewal of any of the Guarantors agrees that it shall forthwith on demand pay such amount Guaranteed Obligations, the same will be promptly paid in full when due (whether at the place and in the manner specified in the Credit Agreement or the relevant other Loan Documentextended maturity, as a mandatory prepayment, by acceleration or otherwise in accordance with any Transaction Document) in accordance with the case may beterms of such extension or renewal. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Guaranty is a continuing guaranty and shall apply to all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountGuaranteed Obligations whenever arising.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made The Guarantor guarantees to the Borrower pursuant Lender and becomes surety to the Credit Agreement, Lender for: (iia) obligations payment of any and all sums now or hereafter due and owing under to the Lender by the Borrower as a result of or in connection with Facility LCsany and all existing or future indebtedness, liability or obligation of every kind, nature, type, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure variety owed by the Borrower to pay punctually any such amount, subject the Lender from time to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Documenttime, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transaction, whether direct or indirect, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the case may be. Each timely, complete, continuous, and strict performance and observance by the Borrower of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives terms, covenants, agreements and conditions contained in any and all benefits existing or future documents, instruments, agreements, and defenses under CC Section 2809 writing of every kind, nature, type, and agrees that by doing so Guarantors’ liability may be larger variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each term “Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor hereunder has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be limited conclusively deemed to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountbeen created in reliance hereon.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond Xxxxxx and all other amounts payable under any Permitted Bond Xxxxxx shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of In order to induce the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made Lenders to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the enter into this Credit Agreement and the other Loan Documents, any Hedging Agreement Provider to enter into any Secured Hedging Agreement and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all to extend credit hereunder and thereunder and in recognition of the foregoing being referred direct benefits to collectively as the “Guaranteed Obligations”). Upon the failure be received by the Borrower to pay punctually Guarantors from the Extensions of Credit hereunder and any such amount, subject to any applicable grace or notice and cure periodSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower owed to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Secured Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Hedging Agreement Providers, or order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders or the Hedging Agreement Providers in collecting any of the Credit Party Obligations. The word “indebtedness” is used in this Article in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower and the Guarantors, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or Secured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise enforceable. Each Guarantor, the Administrative Agent and each Lender hereby confirms that it shall forthwith on demand pay is the intention of all such amount at Persons that this Guaranty and the place obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for the purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and in the manner specified in obligations of each Guarantor hereunder. To effectuate the Credit Agreement or foregoing intention, the relevant other Loan DocumentAdministrative Agent, as the case may be. Each of Lenders and the Guarantors hereby agrees irrevocably agree that the obligations of each Guarantor under this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives at any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its maximum amount as will result in the obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement Guaranty not constituting a fraudulent transfer or applicable law shall be taken into accountconveyance.

The Guaranty. Each of the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, as a primary obligor and not merely as surety, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the following (collectively, the “Guaranteed Obligations”): (a) all Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the any Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsfees on each Letter of Credit issued pursuant to the Credit Agreement, and (iii) any obligations of any Borrower to reimburse LC Disbursements and to provide cash collateral with respect to Letters of Credit, (iv) all other fees and other amounts payable by the any Borrower under the Credit Agreement and the other Loan Documents, and including(v) the punctual and faithful performance, without limitationkeeping, all Rate Management Obligations (but excludingobservance, for the avoidance and fulfillment by each Borrower of doubt, all Excluded Swap Obligations) (all of the foregoing being referred agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents, and (b) all Secured Swap Obligations and Secured Banking Services Obligations; provided, however, that for any Guarantor, the Secured Swap Obligations shall not include Swap Obligations that constitute Excluded Swap Obligations with respect to collectively as such Guarantor. Without limiting the generality of the foregoing, the “Guaranteed Obligations”)” shall include all interest, fees and other amounts described in foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding. Upon (x) the failure by the any Borrower to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beSwap Agreement or Banking Services Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger As used in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to following terms have the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.meanings specified below:

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors direct benefits to be received by Holdings from the proceeds of the Loans, the issuance of the Letters of Credit and Bank Guaranties and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, Holdings hereby agrees with the Lenders as follows: Holdings hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Holdings Guaranteed Obligations to collectively as the “Guaranteed Creditors. If any or all of the Holdings Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Holdings Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this This Holdings Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Holdings Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Holdings Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers and all benefits any other Holdings Guaranteed Party), then and defenses under CC Section 2809 and in such event Holdings agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon Holdings, notwithstanding any revocation of Borrower Notwithstanding this Holdings Guaranty or any other provision instrument evidencing any liability of this Guarantyeither Borrower or any other Holdings Guaranteed Party, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guaranteesGuarantor, jointly and severally severally, hereby unconditionally and irrevocably, until the Termination Date (or such earlier date such Guarantor is released from this Guaranty in accordance with the other GuarantorsSection 18), guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the ObligationsRelevant Guaranteed Obligations becomes due and payable hereunder, includingsuch Guarantor, without limitationunconditionally and irrevocably, (i) the principal of jointly and interest on each Loan made severally, promises to pay such indebtedness to the Borrower pursuant to Administrative Agent and/or the Credit Agreementother Guaranteed Creditors, (ii) obligations owing under or in connection on order, on demand, together with Facility LCs, any and (iii) all other amounts payable expenses which may be incurred by the Borrower under the Credit Agreement Administrative Agent and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all Guaranteed Creditors in collecting any of the foregoing being referred to collectively as the “Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each limitations set forth in Section 13.01 of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beAgreement. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Borrower or any other Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event each Guarantor agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Guarantor, notwithstanding any revocation of Borrower Notwithstanding this Guaranty or any other provision instrument evidencing any liability of this Guarantyany Borrower or any other Guaranteed Party, and such Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed so repaid or recovered to the same extent as if such amount had never originally been received by each Guarantor any such payee. No failure or delay on the part of any Guaranteed Creditor in exercising any right, power or privilege hereunder shall be limited operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Guaranteed Creditor would otherwise have. Except as otherwise required hereby or by any other Credit Document, no notice to the extent, if any, required so that its obligations hereunder or demand on any Guarantor in any case shall not be subject entitle such Guarantor to avoidance under Section 548 any other further notice or demand in similar or other circumstances or constitute a waiver of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount rights of any Guarantor’s obligations hereunder pursuant Guaranteed Creditor to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountfurther action in any circumstances without notice or demand.

The Guaranty. Each In order to induce the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: the Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all Credit Party Obligations owed to the Administrative Agent, the Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Credit Party Obligations become due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Credit Party Obligations to the Administrative Agent, the Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders or the Hedging Agreement Providers in collecting any of the Credit Party Obligations. As used in this Section 9, Credit Party Obligations shall include all Credit Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Credit Party Obligations may be or hereafter become otherwise unenforceable. This guaranty is a guaranty of payment and performance 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 a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (i) the principal because of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace law relating to fraudulent conveyances or notice and cure period, transfers) then the obligations of each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under applicable law (including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountits non-U.S. equivalent).

The Guaranty. Each of the Guarantors hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond Xxxxxx and all other amounts payable under any Permitted Bond Xxxxxx shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any Affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”) (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a guaranty). Notwithstanding anything to the contrary in any Loan Document, the guarantee provided by each of Microchip Technology LLC and Silicon Storage Technology LLC, so long as each remains a Foreign Sub Holdco, shall be without recourse to voting Equity Interests in excess of 65%, in the aggregate, of Microchip Technology Malta Limited.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guaranteesGuarantor, jointly and severally severally, hereby unconditionally and irrevocably, until the Termination Date (or such earlier date such Guarantor is released from this Guaranty in accordance with the other GuarantorsSection 18), guarantees as a primary obligor and not merely as a surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Secured Parties. If any or all of the ObligationsRelevant Guaranteed Obligations become due and payable hereunder, includingsuch Guarantor, without limitationunconditionally and irrevocably, (i) the principal of jointly and interest on each Loan made severally, promises to pay such Relevant Guaranteed Obligations to the Borrower pursuant to the Credit AgreementSecured Parties, (ii) obligations owing under or in connection on first demand, together with Facility LCs, any and (iii) all other amounts payable expenses which may be incurred by the Borrower under Secured Parties in collecting any of the Credit Agreement Relevant Guaranteed Obligations. This Guaranty is a guaranty of payment and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for not of collection. For the avoidance of doubt, all Excluded Swap Obligationsthe Guarantee provided hereunder constitutes an undertaking of third person’s obligations (üçüncü kişinin fiilini taahhüt) as regulated under Article 128 of Turkish Code of Obligations (all of the foregoing being referred to collectively as the “Guaranteed Obligations”Law No. 6098). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Secured Party for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Issuer or any other Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event each Guarantor agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Guarantor, notwithstanding any revocation of Borrower Notwithstanding this Guaranty or any other provision instrument evidencing any liability of this Guarantythe Issuer or any other Guaranteed Party, and such Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed so repaid or recovered to the same extent as if such amount had never originally been received by each Guarantor any such payee. No failure or delay on the part of any Secured Party in exercising any right, power or privilege hereunder shall be limited operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Secured Party would otherwise have. Except as otherwise explicitly required hereby or by any other Note Document, no notice to the extent, if any, required so that its obligations hereunder or demand on any Guarantor in any case shall not be subject entitle such Guarantor to avoidance under Section 548 any other further notice or demand in similar or other circumstances or constitute a waiver of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount rights of any Guarantor’s obligations hereunder pursuant Secured Party to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountfurther action in any circumstances without notice or demand.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement, any Hedge Bank to enter into any Secured Hedge Agreement and any Cash Management Bank to enter into any Secured Cash Management Agreement, and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder, any Secured Hedge Agreement and any Secured Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders, each such Hedge Bank and each such Cash Management Bank as follows: each Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all Secured Obligations. If any or all of the indebtedness becomes due and payable hereunder, under any Secured Hedge Agreement or under any Secured Cash Management Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders and each other Secured Party, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Secured Obligations. The Guaranty set forth in this Article XIII is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article XIII in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Secured Obligations, arising in connection with this Agreement, the other Loan Documents, any Secured Hedge Agreement or any Secured Cash Management Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (i) the principal because of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace state or notice and cure period, federal law relating to fraudulent conveyances or transfers) then the obligations of each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under Applicable Law (whether federal or state and including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountCode).

The Guaranty. Each of the Guarantors hereby irrevocably and The Guarantor unconditionally guarantees, jointly as a primary obligor and severally with not merely as a surety the other Guarantors, the full due and punctual payment when of any amounts due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsany Guaranteed Document, together with all renewals, modifications, consolidations or extensions thereof and whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (iii) and including all liabilities in connection with any notes, bills or other amounts payable instruments accepted by the Borrower under the Credit Agreement and the other Loan Documentsany Guaranteed Finance Party in connection therewith), and includingtogether in each case with all renewals, without limitationmodifications, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) consolidations or extensions thereof (all of the foregoing such obligations being herein collectively referred to collectively as the “Guaranteed Obligations”). Upon Anything contained in this Agreement to the failure by contrary notwithstanding, the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each obligations of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the extent, if any, required so greatest amount that its would not render the Guarantor’s obligations hereunder shall not be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy United States Code or any provisions of applicable state Law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of the Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Guarantor (i) in Parent Guaranty DC 58448 respect of intercompany indebtedness to any other Group Obligor or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by the Guarantor hereunder or (B) has been pledged to, and is enforceable by, the Security Agent on behalf of the Guaranteed Finance Parties and (ii) under any guaranty of Debt subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of the Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of the Guarantor to the value (as determined under the applicable state Uniform provisions of the Fraudulent Transfer ActLaws) of any rights to subrogation, Uniform Fraudulent Conveyance Act contribution, reimbursement, indemnity or similar statute rights of the Guarantor pursuant to (i) applicable Law or common law(ii) any agreement providing for an equitable allocation among the Guarantor and any other Group Obligor and its Affiliates of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). In determining If the limitations, if any, on Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the total amount of any Guarantor’s obligations hereunder pursuant to the preceding sentenceGuaranteed Obligations, then it is understood and agreed that the intention portion of the parties hereto that any rights of subrogation, indemnification or contribution Guaranteed Obligations for which such the Guarantor may have under this Guaranty, any other agreement or applicable law is liable hereunder shall be taken into accountthe last portion of the Guaranteed Obligations to be repaid.

The Guaranty. Each In order to induce the Banks to enter into this ------------ Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by each Guarantor from the proceeds of the Loans and the issuance of the Letters of Credit and to induce the Banks or any of their respective Affiliates to enter into Interest Rate Protection Agreements, each Guarantor hereby irrevocably agrees with the Banks as follows: Each Guarantor hereby unconditionally and unconditionally guaranteesirrevocably, jointly and severally with the other Guarantorsseverally, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all of the Guaranteed Obligations of the Borrower to the Secured Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Secured Creditors becomes due and payable hereunder, each Guarantor, jointly and severally, unconditionally promises to pay such indebtedness to the Secured Creditors, or order, on demand, together with any and all reasonable expenses which may be incurred by the Agent or the Secured Creditors in collecting any of the Guaranteed Obligations, including, without limitation, . If claim is ever made upon any Secured Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) the principal any judgment, decree or order of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, any court or administrative body having jurisdiction over such payee or any of its property or (ii) obligations owing under any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in connection with Facility LCssuch event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Company, and (iii) all each other amounts payable by Guarantor shall be and remain jointly and severally liable to the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, aforesaid payees hereunder for the avoidance of doubt, all Excluded Swap Obligations) (all of amount so repaid or recovered to the foregoing being referred to collectively same extent as the “Guaranteed Obligations”). Upon the failure if such amount had never originally been received by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may bepayee. Each of the Guarantors hereby agrees that this Guaranty This is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Lenders to enter into this Credit Agreement, any Hedging Agreement Provider to enter into any Secured Hedging Agreement and any Cash Management Agreement Provider to enter into any Secured Cash Management Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder, any Secured Hedging Agreement and any Secured Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders the Hedging Agreement Providers and the Cash Management Agreement Providers as follows: Each Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all indebtedness of the Borrower to the Administrative Agent, the Lenders, the Hedging Agreement Providers and the any Cash Management Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder, under any Secured Hedging Agreement or under any Secured Cash Management Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Secured Parties or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Secured Parties in collecting any of the Credit Party Obligations. The word “indebtedness” is used in this Article X in its most comprehensive sense and means any and all advances, debts, obligations and liabilities of the Borrower arising in connection with this Credit Agreement, the other Credit Documents, any Secured Hedging Agreement or any Secured Cash Management Agreement, including specifically all Credit Party Obligations, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (i) the principal because of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace state or notice and cure period, federal law relating to fraudulent conveyances or transfers) then the obligations of each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under Applicable Law (whether federal or state and including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountLaws).

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the any Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all Banking Services Obligations and obligations of any Borrower or Subsidiary owing to any Lender or any affiliate of any Lender under any Swap Agreement, (iv) all other amounts payable by the any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by any Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of such Borrower contained in the avoidance of doubt, all Excluded Swap Obligations) Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Obligations”). Upon (x) the failure by the any Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no primary obligation, indemnify the Holders of Obligations immediately on demand against any cost, loss or liability at the time of execution they incur as a result of any Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees date when it would have been due (but so that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors direct benefits to be received by each Guarantor from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each Guarantor hereby agrees with the Lenders as follows: each Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal any and all of and interest on each Loan made its Relevant Guaranteed Obligations to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under Guaranteed Creditors. If any or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Relevant Guaranteed Obligations of any Guarantor to collectively as the “Guaranteed Creditors becomes due and payable hereunder, each Guarantor unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations”). Upon the failure by the This Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Borrower Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Guarantor agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Guarantor, notwithstanding any revocation of this Borrower Notwithstanding Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder, and in recognition of the Guarantors direct benefits to be received by each Credit Agreement Party from the proceeds of the Loans, the issuance of the Letters of Credit, each Credit Agreement Party Guarantor hereby agrees with the Lenders as follows: each Credit Agreement Party Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal any and all of and interest on each Loan made its Guaranteed Obligations to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under Guaranteed Creditors. If any or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Guaranteed Obligations of any Credit Agreement Party Guarantor to collectively as the “Guaranteed Creditors becomes due and payable hereunder, each Credit Agreement Party Guarantor unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Agreement Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and all benefits and defenses under CC Section 2809 and in such event the respective Credit Agreement Party Guarantor agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Agreement Party Guarantor, notwithstanding any revocation of Borrower Notwithstanding this Credit Agreement Party Guaranty or any other provision instrument evidencing any liability of this Guarantythe Borrower, and each Credit Agreement Party Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the each of the Guarantors Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Post Petition Swap Agreements, and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the entering into of such Post Petition Swap Agreements, Holdings hereby agrees with the primary, absolute and unconditional, as follows: Holdings hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Holdings Guaranteed Obligations to collectively as the “Guaranteed Creditors. If any or all of the Holdings Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally and irrevocably promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Holdings Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this This Holdings Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Holdings Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Holdings Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers and all benefits any other Holdings Guaranteed Party), then and defenses under CC Section 2809 and in such event Holdings agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon Holdings, notwithstanding any revocation of Borrower Notwithstanding this Holdings Guaranty or any other provision instrument evidencing any liability of this Guarantyeach Borrower or any other Holdings Guaranteed Party, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Banks as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by Obligations of the Borrower to pay punctually the Guaranteed Creditors. If any such amount, subject to any applicable grace or notice and cure period, each all of the Guarantors agrees that it shall forthwith on demand Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such amount at indebtedness to the place and in Administrative Agent and/or the manner specified in the Credit Agreement Banks, or the relevant other Loan Documentorder, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absoluteon demand, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives together with any and all benefits and defenses under CC Section 2810 and agrees that expenses which may be incurred by doing so Guarantors shall be liable even if Borrower had no liability at the time Administrative Agent or the Banks in collecting any of execution the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and all benefits and defenses under CC Section 2809 and in such event Holdings agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that of Borrower Notwithstanding binding upon Holdings, notwithstanding any other provision revocation of this GuarantyGuaranty other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, as a primary obligor and not merely as surety, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the following (collectively, but subject to the provisions of Section 5, the “Guaranteed Obligations”): (a) all Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsfees on each Letter of Credit issued pursuant to the Credit Agreement, and (iii) any obligations of the Borrower to reimburse LC Disbursements and to provide cash collateral with respect to Letters of Credit (“Reimbursement Obligations”), (iv) all other fees and other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including(v) the punctual and faithful performance, without limitationkeeping, all Rate Management Obligations (but excludingobservance, for and fulfillment by the avoidance Borrower of doubt, all Excluded Swap Obligations) (all of the foregoing being referred agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents, and (b) all Swap Obligations and Banking Services Obligations; provided, however, that notwithstanding anything to collectively the contrary contained in any Loan Document, for each portion of the Guaranteed Obligations constituting a Swap Obligation, such Swap Obligation shall be guaranteed hereunder by only those Guarantors that are ECP Guarantors at the time the Swap Agreement or other agreement giving rise to such Swap Obligation was or hereafter is entered into, except to the extent (if any) that such Guarantor’s status as a Non-ECP Guarantor at such time would not legally prohibit it from making such guarantee under the Commodity Exchange Act and other applicable law; provided, further, that if at any time any Non-ECP Guarantor becomes an ECP Guarantor, the guarantee made by such Guarantor hereunder shall be deemed to be automatically amended (without any further action required by any Person) to include liability for all Secured Obligations constituting Swap Obligations existing at such time. Without limiting the generality of the foregoing, the “Guaranteed Obligations”)” shall include all interest, fees and other amounts described in the foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding. Upon (x) the failure by the Borrower to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beSwap Agreement or Banking Services Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by VHS Holdco I from the proceeds of the Loans and the issuance of the Letters of Credit, VHS Holdco I hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of the Obligations. If any of the Obligations becomes due and payable hereunder, including, without limitation, (i) the principal of and interest on each Loan made VHS Holdco I unconditionally promises to pay such indebtedness to the Borrower pursuant to the Credit AgreementGuaranteed Creditors, (ii) obligations owing under or in connection on demand, together with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that reasonable expenses which may be actually incurred by doing so Guarantors shall be liable even if Borrower had no liability at the time Guaranteed Creditors in collecting any of execution the Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and all benefits and defenses under CC Section 2809 and in such event VHS Holdco I agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon VHS Holdco I, notwithstanding any revocation of Borrower Notwithstanding this Guaranty or any other provision instrument evidencing any liability of this Guarantythe Borrower, and VHS Holdco I shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably Guarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees, jointly and severally with : (i) to the other Guarantors, Lender Creditors the full and punctual prompt payment when due (whether at the stated maturity, upon by acceleration or otherwise) of (x) the Obligationsunpaid principal of, premium, if any, and interest on the Notes issued by, and the Term Loans made to, the Borrowers under the Credit Agreement and (y) all other obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness owing by each Borrower to the Lender Creditors under the Credit Agreement and each other Credit Document to which such Borrower is a party (including, without limitation, (i) the principal of indemnities, Fees and interest on thereon (including, in each Loan made to case, any interest, fees and other amounts accruing after the Borrower pursuant to commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the Credit Agreement, (ii) obligations owing under whether or not such interest, fees and other amounts is an allowed claim or allowable claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of, or in connection with Facility LCswith, and (iii) all other amounts payable by the Borrower under the Credit Agreement and each such other Credit Document and the other Loan Documents, due performance and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (compliance by each Borrower with all of the foregoing terms, conditions and agreements contained in all such Credit Documents (all such principal, premium, interest, reimbursement obligations, liabilities, indebtedness and obligations being referred herein collectively called the “Credit Document Obligations”); and (ii) to each applicable Guaranteed Creditor the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness (including, in each case, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the respective Designated Interest Rate Protection Agreements or Designated Treasury Services Agreements whether or not such interest is an allowed claim in any such proceeding) owing by the Lead Borrower and/or one or more of its Subsidiaries under any Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement, whether now in existence or hereafter arising, and the due performance and compliance by such Borrower and such Subsidiaries with all of the terms, conditions and agreements contained in each Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement to which it is a party (all such obligations, liabilities and indebtedness being herein collectively as called the “Other Obligations” and, together with the Credit Document Obligations, the “Guaranteed Obligations”). Upon ; provided, that the failure by the Borrower to pay punctually any such amount“Guaranteed Obligations”, subject with respect to any Guarantor, shall exclude any Excluded Swap Obligations with respect to such Guarantor. As used herein, the term “Guaranteed Party” shall mean each Borrower and/or each Restricted Subsidiary thereof party to any Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement with the applicable grace or notice Guaranteed Creditor. Each Guarantor understands, agrees and cure period, each confirms that the Guaranteed Creditors may enforce this Guaranty up to the full amount of the Guarantors agrees that it shall forthwith on demand pay Guaranteed Obligations against such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding Guarantor without proceeding against any other provision of this GuarantyGuarantor, any Borrower, any other Guaranteed Party, against any security for the amount guaranteed by each Guarantor hereunder shall be limited to the extentGuaranteed Obligations, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act other guaranty covering all or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention a portion of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountGuaranteed Obligations.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower Borrowers pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrowers to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Company or its Subsidiaries owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower Company or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrowers of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrowers contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create or include any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the any Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any Affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”) (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a guaranty).

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, as primary obligor and not as surety merely, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the ObligationsObligations (other than Obligations arising or incurred to the Lenders or any of their Affiliates under any Swap Agreement or any Banking Services Agreement), including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, Agreement and (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations Documents (but excluding, for the avoidance of doubt, all Excluded other than any Swap ObligationsAgreement or any Banking Services Agreement) (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure periodperiod to the extent applicable, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower had no liability at the time of execution of or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees date when it would have been due (but so that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors direct benefits to be received by the Corporation from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation hereby agrees with the Lenders as follows: the Corporation hereby absolutely, unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantorsnot merely as surety, the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Guaranteed Obligations to collectively as the “Guaranteed Creditors. If any or all of the Guaranteed Obligations becomes due and payable hereunder, the Corporation unconditionally promises to pay such Guaranteed Obligations to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property (including in connection with any bankruptcy or similar proceeding) or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Corporation or any of its Subsidiaries), then and all benefits and defenses under CC Section 2809 and in such event the Corporation agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon the Corporation, notwithstanding any revocation of Borrower Notwithstanding this Guaranty or any other provision instrument evidencing any liability of the Corporation or any of its Subsidiaries, this Guaranty, Guaranty shall be fully reinstated and the Corporation shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsLetters of Credit, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Swap Obligations and Banking Services Obligations, and (but excludingiv) the punctual and faithful performance, for keeping, observance, and fulfillment by the avoidance Borrower of doubtall of the agreements, all Excluded Swap Obligations) conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amountamount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each other Loan Party as may be needed by such Loan Party from time to time to honor all of its obligations under the Guarantors hereby waives any Credit Agreement and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the other Loan Documents or thereafter ceases to be liable. Each in respect of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger such Swap Obligation (but, in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantyeach case, the amount guaranteed by each Guarantor hereunder shall be limited only up to the extent, if any, required so maximum amount of such liability that its can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations hereunder shall not be subject to avoidance and undertakings under this Section 548 of the Bankruptcy Code or 2 voidable under any applicable state Uniform Fraudulent Transfer Actfraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Guarantied Obligations shall have been paid in full and the Commitments shall have been terminated and all Letters of Credit shall have expired or been terminated or canceled. Each Qualified ECP Guarantor intends this Section to constitute, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitationsand this Section shall be deemed to constitute, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention a guarantee of the parties hereto that any rights obligations of, and a “keepwell, support or other agreement” for the benefit of, each other Loan Party for all purposes of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountSection 1a(18)(A)(v)(II) of the Commodity Exchange Act.

The Guaranty. Each In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements, Designated Hedge Agreements and Designated Treasury Services Agreements in recognition of the Guarantors direct and indirect benefits to be received by Holdings and the MLP from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements, Designated Hedge Agreements and Designated Treasury Services Agreements, Holdings and the MLP each hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Guaranteed Creditors as follows (in the case of the MLP for this entire Section 14 upon accession to this Agreement): Holdings and the MLP each hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Obligations to the Guaranteed Creditors. If any or all of the Obligations of Holdings or the MLP to the Guaranteed Creditors becomes due and payable hereunder, each of Holdings and the MLP, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and all benefits in such event each of Holdings and defenses under CC Section 2809 and the MLP agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount binding upon Holdings and more burdensome than that the MLP, notwithstanding any revocation of Borrower Notwithstanding this Guaranty or any other provision instrument evidencing any liability of this Guarantyany the Borrower, and Holdings and the MLP shall each be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors The Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with guarantees to each Noteholder the other Guarantors, the full due and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) in full of the Obligations, including, without limitation, (i) the principal of of, Make-Whole Amount, if any, and interest on each Loan made (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower pursuant to Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Credit Agreement, Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (ii) any other sums which may become due under the terms and provisions of the Note Agreement, the Notes or any other Note Document (all such obligations owing under or described in connection with Facility LCs, clauses (i) and (iiiii) all other amounts payable by above are herein called the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “"Guaranteed Obligations”"). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and The guaranty in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty preceding sentence is an absolute, irrevocable present and unconditional continuing guaranty of payment and not of collectibility and is not a guaranty in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of collectionthe Notes or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, at the place for payment specified in the Notes and the Note Agreement. Each default in payment of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantyprincipal of, the amount guaranteed by each Guarantor hereunder shall be limited to the extentMake-Whole Amount, if any, required so or interest on any Note shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor hereby agrees that its obligations hereunder shall not the Notes issued in connection with the Note Agreement may make reference to this Guaranty Agreement. The Guarantor hereby agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including attorneys' fees) which such Noteholder may incur or be subject to avoidance under Section 548 as a consequence, direct or indirect, of (i) any breach by the Bankruptcy Code Guarantor or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining by the limitations, if any, on the amount Company of any Guarantor’s obligations hereunder pursuant to warranty, covenant, term or condition in, or the preceding sentenceoccurrence of any default under, it is this Guaranty Agreement, the intention of Notes, the parties hereto that any rights of subrogation, indemnification Note Agreement or contribution which such Guarantor may have under this Guaranty, any other agreement Note Document, together with all expenses resulting from the compromise or applicable law shall be taken into accountdefense of any claims or liabilities arising as a result of any such breach or default, and (ii) any legal action commenced to challenge the validity or enforceability of this Guaranty Agreement, the Notes, the Note Agreement or any other Note Document.

The Guaranty. Each of the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, as a primary obligor and not merely as surety, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the following (collectively, the “Guaranteed Obligations”): (a) all Obligations of the Foreign Borrowers, including, without limitation, (i) the principal of and interest on each Loan made to the any Foreign Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsfees on each Letter of Credit issued to any Foreign Borrower pursuant to the Credit Agreement, and (iii) any obligations of any Foreign Borrower to reimburse LC Disbursements and to provide cash collateral with respect to Letters of Credit, (iv) all other fees and other amounts payable by the any Foreign Borrower under the Credit Agreement and the other Loan Documents, and including(v) the punctual and faithful performance, without limitationkeeping, all Rate Management Obligations (but excludingobservance, for the avoidance and fulfillment by each Foreign Borrower of doubt, all Excluded Swap Obligations) (all of the foregoing being referred agreements, conditions, covenants, and obligations of such Foreign Borrower contained in the Loan Documents, and (b) all Secured Swap Obligations and Secured Banking Services Obligations of any Foreign Borrower; provided, however, that for any Guarantor, the Secured Swap Obligations shall not include Swap Obligations that constitute Excluded Swap Obligations with respect to collectively as such Guarantor. Without limiting the generality of the foregoing, the “Guaranteed Obligations”)” shall include all interest, fees and other amounts described in foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership, examinership or other similar proceeding, regardless of whether allowed or allowable in such proceeding. Upon (x) the failure by the any Foreign Borrower to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beSwap Agreement or Banking Services Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger As used in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to following terms have the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.meanings specified below:

The Guaranty. Each of the Guarantors hereby irrevocably and The Guarantor unconditionally guarantees, jointly as a primary obligor and severally with not merely as a surety the other Guarantors, the full due and punctual payment when of any amounts due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsany Guaranteed Document, together with all renewals, modifications, consolidations or extensions thereof and whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (iii) and including all liabilities in connection with any notes, bills or other amounts payable instruments accepted by the Borrower under the Credit Agreement and the other Loan Documentsany Guaranteed Finance Party in connection therewith), and includingtogether in each case with all renewals, without limitationmodifications, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) consolidations or extensions thereof (all of the foregoing such obligations being herein collectively referred to collectively as the “Guaranteed Obligations”). Upon Anything contained in this Agreement to the failure by contrary notwithstanding, the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each obligations of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the extent, if any, required so greatest amount that its would not render the Guarantor’s obligations hereunder shall not be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy United States Code or any provisions of applicable state Law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of the Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Guarantor (i) in respect of intercompany indebtedness to any other Group Obligor or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by the Guarantor hereunder or (B) has been pledged to, and is enforceable by, the Security Agent on behalf of the Guaranteed Finance Parties and (ii) under any guaranty of Debt subordinated in right of payment to the Guaranteed Obligations which guaranty contains a Parent Guaranty limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of the Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of the Guarantor to the value (as determined under the applicable state Uniform provisions of the Fraudulent Transfer ActLaws) of any rights to subrogation, Uniform Fraudulent Conveyance Act contribution, reimbursement, indemnity or similar statute rights of the Guarantor pursuant to (i) applicable Law or common law(ii) any agreement providing for an equitable allocation among the Guarantor and any other Group Obligor and its Affiliates of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). In determining If the limitations, if any, on Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the total amount of any Guarantor’s obligations hereunder pursuant to the preceding sentenceGuaranteed Obligations, then it is understood and agreed that the intention portion of the parties hereto that any rights of subrogation, indemnification or contribution Guaranteed Obligations for which such the Guarantor may have under this Guaranty, any other agreement or applicable law is liable hereunder shall be taken into accountthe last portion of the Guaranteed Obligations to be repaid.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by the Parent Borrower from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantorsnot merely as surety, the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to collectively as the “Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations”). Upon the failure by the This Parent Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Parent Borrower Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and all benefits and defenses under CC Section 2809 and in such event the Parent Borrower agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Notwithstanding Guaranty or any other provision instrument evidencing any liability of this Guarantyany Designated Subsidiary Borrower, and the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each Subject to the limitations expressly set forth herein, each of the Guarantors Culligan and Astrum hereby irrevocably and unconditionally guarantees, jointly and severally with unconditionally guarantee for the other Guarantorsbenefit of the Buyer, the prompt payment and performance in full and punctual payment when due by the Sellers of all of the Sellers' obligations of any kind or nature under Article 9 of the Purchase Agreement, subject to all of the conditions and limitations applicable to the Sellers set forth therein; provided, however, that (whether a) the Buyer shall have first notified the Sellers that such payment and performance from the Sellers is due and owing pursuant to the terms of the Purchase Agreement; and (b) Astrum shall have no obligations or liability under this Section 1 unless and until either (x) Culligan's Shareholders' Equity (as defined below) shall be less than $70,000,000 for the twelve-month period ending on the month ending immediately prior to the date of determination, or (y) if Culligan asserts or claims at stated maturityany time that Culligan's obligations under this Section 1 is unenforceable against it (or any similar assertion or claim) or that Culligan does not have the financial capability to perform its obligations under this Section 1 in a timely manner (or any similar assertion or claim); provided, further, upon acceleration or otherwisethe occurrence of any event referred to in clauses (x) and (y) above, Astrum shall thereafter be unconditionally obligated to guarantee the obligations of the Sellers to the extent set forth in this Section 1 (without the benefit of subparagraph (b) of this Section 1). "Shareholders' Equity" means for the Obligationsapplicable period, including, without limitation, the difference between (i) the principal product of (x) the net income of Culligan plus any and interest on each Loan made to all interest, taxes, depreciation and amortization which were deducted in determining the Borrower pursuant to the Credit Agreement, amount of such net income and (y) 6.5 and (ii) obligations owing under or in connection with Facility LCs, and the aggregate amount of indebtedness for money borrowed (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives including any and all benefits and defenses under CC Section 2810 and agrees capitalized lease obligations), all as determined in accordance with generally accepted accounting principles consistently applied; provided that by doing so Guarantors shall be liable even if Borrower had no liability at the time stock of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this GuarantyCulligan is publicly traded, the amount guaranteed by each Guarantor hereunder Shareholders Equity shall be limited to mean the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 product of multiplying the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or number of outstanding common law. In determining the limitations, if any, shares of Culligan on the amount date of any Guarantor’s obligations hereunder pursuant to determination by the average closing trading price on the thirty trading days preceding sentence, it is the intention date of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountdetermination.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by Parent Borrower from the proceeds of the Loans to be incurred by Arch Europe and the issuance of the Letters of Credit for the account of Arch Europe, the Parent Borrower hereby agrees with the Guaranteed Creditors as follows: the Parent Borrower hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantorsnot merely as surety, the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Guaranteed Obligations of Arch Europe to collectively as the “Guaranteed Creditors. If any or all of the Guaranteed Obligations of Arch Europe to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations”). Upon the failure by the This Parent Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and all benefits and defenses under CC Section 2809 and in such event the Parent Borrower agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Notwithstanding Guaranty or any other provision instrument evidencing any liability of this GuarantyArch Europe, and the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantorsguarantees to each Lender, the L/C Issuer, each Swap Bank, each Treasury Management Bank, the Administrative Agent, and each other holder of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full and punctual payment when due (whether at stated maturity, upon acceleration as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided, however, that with respect to any Foreign Subsidiary that has been a direct or indirect Subsidiary for less than one year, such Foreign Subsidiary’s guaranty shall be limited to the Canadian Obligations until the date such Foreign Subsidiary has been a Subsidiary for one year. The Guarantors hereby further agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, 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 Obligations, includingthe same will be promptly paid in full when due (whether at extended maturity, without limitationas a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Secured Swap Agreements or Secured Treasury Management Agreements, (i) the principal obligations of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing Guarantor under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit this Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to an aggregate amount equal to the extent, if any, required so largest amount that its would not render such obligations hereunder shall not be subject to avoidance under Section 548 the Debtor Relief Laws or any comparable provisions of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act law or similar statute or common law. In determining other applicable Law and (ii) the limitations, if any, on the amount Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s 's obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and Guarantor unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, as a primary obligor and not merely as a surety, the full due and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, all Credit Party Obligations including, without limitation, (ia) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on each Loan made to the Borrower pursuant to the Credit AgreementLoans and Letters of Credit, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (iib) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable each payment required to be made by the Borrower under the Credit Loan Agreement or any other Loan Document, when and as due, and (c) all other monetary obligations under the Loan Documents or any Bank Product, including (i) fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower to the Lender under the Loan Agreement and the other Loan Documents, (ii) the due and includingpunctual performance of all covenants, without limitationagreements, obligations and liabilities of the Borrower under or pursuant to the Loan Agreement and the other Loan Documents; and (iii) the due and punctual payment and performance of all Rate Management Obligations obligations (but excluding, for the avoidance of doubt, all other than Excluded Swap Obligations) of the Borrower, monetary or otherwise, arising under any Bank Products (all of the foregoing being monetary and other obligations referred to in the preceding clauses (a) through (b) being collectively as called the “Guaranteed Obligations”). Upon In no event shall the failure by the Borrower to pay punctually Guaranteed Obligations include any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors Excluded Swap Obligations. Each Guarantor further agrees that it shall forthwith on demand pay the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such amount at the place Guarantor, and in the manner specified in the Credit Agreement that such Guarantor will remain bound upon its guarantee notwithstanding any extension or the relevant other Loan Document, as the case may berenewal of any Guaranteed Obligations. Each of the Guarantors hereby agrees represents and warrants that this Guaranty it is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each direct or indirect Subsidiary of the Guarantors hereby waives any Borrower, and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at has derived substantial benefit from the time of execution of any making of the Loan Documents or thereafter ceases to be liable. Each Loans and Letters of Credit by the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited Lender to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountBorrower.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by the U.S. Borrower from the proceeds of the Foreign Loans, the US Borrower hereby agrees with the Lenders as follows: The US Borrower hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantorsnot merely as surety, the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon If any or all of the failure Guaranteed Obligations becomes due and payable hereunder, the US Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Borrower to pay punctually Guaranteed Creditors in collecting any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beGuaranteed Obligations. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each If claim is ever made upon any Guaranteed Creditor for repayment or recovery of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Subsidiary of the US Borrower), then and all benefits and defenses under CC Section 2809 and in such event the US Borrower agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon the US Borrower, notwithstanding any revocation of Borrower Notwithstanding this Guaranty or any other provision instrument evidencing any liability of this Guarantyany Subsidiary of the US Borrower, and the US Borrower shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the any Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of any Borrower or Subsidiary owing to any Lender or any affiliate of any Lender under any Swap Agreement, (iv) all other amounts payable by the any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by any Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of such Borrower contained in the avoidance of doubt, all Excluded Swap Obligations) Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Obligations”). Upon (x) the failure by the any Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no primary obligation, indemnify the Holders of Obligations immediately on demand against any cost, loss or liability at the time of execution they incur as a result of any Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees date when it would have been due (but so that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letter of Credit, Holdings (the "Guarantor") hereby irrevocably and unconditionally guarantees, jointly and severally agree with the other Guarantors, Banks as follows: the Guarantor hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by Obligations of the Borrower to pay punctually the Guaranteed Creditors. If any such amount, subject to any applicable grace or notice and cure period, each all of the Guarantors agrees that it shall forthwith on demand Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Guarantor unconditionally promises to pay such amount at indebtedness to the place and in the manner specified in the Credit Agreement Guaranteed Creditors, or the relevant other Loan Documentorder, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absoluteon demand, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives together with any and all benefits and defenses under CC Section 2810 and agrees that expenses which may be incurred by doing so Guarantors shall be liable even if Borrower had no liability at the time Guaranteed Creditors in collecting any of execution the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and all benefits and defenses under CC Section 2809 and in such event the Guarantor agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that of Borrower Notwithstanding binding upon the Guarantor, notwithstanding any other provision revocation of this GuarantyGuaranty or other instrument evidencing any liability of the Borrower, and the Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extentsame extent as if such amount had never originally been received by any such payee. The Collateral Agent shall have the exclusive right to enforce all rights and claims under this Section 13 against the Guarantor, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 on behalf of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountGuaranteed Creditors.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower or any of its Subsidiaries owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors All payments shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger made in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountDollars.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by the Parent Borrower from the proceeds of the Revolving Loans and the issuance of the Letters of Credit, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantorsnot merely as surety, the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any Back to Contents and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to collectively as the “Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Parent Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations”). Upon the failure by the This Parent Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Parent Borrower Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and all benefits and defenses under CC Section 2809 and in such event the Parent Borrower agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Notwithstanding Guaranty or any other provision instrument evidencing any liability of this Guarantyany Designated Subsidiary Borrower, and the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Norwegian Notes Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with guarantees to each Purchaser and the other GuarantorsCollateral Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations of the Norwegian Issuer and any other Norwegian Notes Guarantor in respect of the Notes issued by the Norwegian Issuer (collectively, the “Norwegian Notes Obligations”) in full and punctual payment when due (whether at stated maturity, upon as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. The Norwegian Notes Guarantors hereby further agree that if any of the Norwegian Notes Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Norwegian Notes Guarantors will, jointly and severally, 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 Norwegian Notes Obligations, includingthe same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Each of the US Notes Guarantors hereby jointly and severally guarantees to each Purchaser and the Collateral Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations of the US Issuer and any other US Notes Guarantors in respect of the Notes issued by the US Issuer (collectively, the “US Notes Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. The US Notes Guarantors hereby further agree that if any of the US Notes Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the US Notes Guarantors will, jointly and severally, promptly pay the same, without limitationany demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the US Notes Obligations, the same will be promptly paid in full when due (iwhether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the principal terms of and interest on each Loan made such extension or renewal. Notwithstanding any provision to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under contrary contained herein or in connection with Facility LCsany other of the Note Documents, and (iii) all other amounts payable by the Borrower obligations of each Guarantor under the Credit this Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Note Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to an aggregate amount equal to the extent, if any, required so largest amount that its would not render such obligations hereunder shall not be subject to avoidance under Section 548 the Debtor Relief Laws or any comparable provisions of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common federal law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each To induce the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: the Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all indebtedness of the Borrower owed to the Administrative Agent, the Lenders and the Hedging Agreement Providers under the Credit Documents and any Hedging Agreement with a Hedging Agreement Provider. If any or all of such indebtedness becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders or the Hedging Agreement Providers in collecting any of the Credit Party Obligations. The word “indebtedness” is used in this Section 9 in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower and the Guarantors under the Credit Documents, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or Hedging Agreement with a Hedging Agreement Provider, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (i) the principal because of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace law relating to fraudulent conveyances or notice and cure period, transfers) then the obligations of each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under applicable law (including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountits non-U.S. equivalent).

The Guaranty. Each of the Guarantors The Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations (other than the Excluded Swap Obligations) of Direct, including, without limitation, (i) the principal of and interest on each the Term Loan made to the Borrower Direct pursuant to the Credit Agreement, (ii) all obligations of Direct owing under or in connection with Facility LCsany Related Swap Agreement, and (iii) all other amounts payable by the Borrower Direct or any other Credit Party under the Credit Agreement, any Related Swap Agreement and the other Loan DocumentsDocuments and (iv) the punctual and faithful performance, keeping, observance, and includingfulfillment by Direct of all of the agreements, without limitationconditions, covenants, and obligations of Direct contained in the Loan Documents (all Rate Management Obligations of the foregoing (but excludingother than, for the avoidance of doubt, all the Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations (including the Administrative Agent) being referred to collectively as the “Holders of Obligations”). For the avoidance of doubt, Guaranteed Obligations shall include any amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code. Any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Guarantor or Direct (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantor, the Administrative Agent and the Holders of the Obligations that the Guaranteed Obligations should be determined without regard to any rule of law or order that may relieve the Guarantor or Direct of any portion of such Guaranteed Obligations. Upon (x) the failure by the Borrower Direct or any other Credit Party, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors Guarantor agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Related Swap Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors The Guarantor hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Each The Guarantor hereby agrees that the obligations of the Guarantors hereby waives any Guarantor hereunder are those of primary obligor, and all benefits not merely as surety, and defenses under CC Section 2810 are independent of the Obligations and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution obligations of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any other guarantor, and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability a separate action may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of brought against the Guarantor to enforce this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Guarantors from the extensions of credit hereunder, each Guarantor hereby agrees with Administrative Agent and the Secured Parties as follows: each Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement Administrative Agent and the other Loan Documents, Secured Parties of any and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Secured Obligations) (. If any or all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower Secured Obligations become due and payable hereunder, each Guarantor unconditionally promises to pay punctually such indebtedness to Administrative Agent and the other Secured Parties, on order, or demand, together with any such amount, subject to and all reasonable expenses which may be incurred by Administrative Agent and the other Secured Parties in collecting any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beSecured Obligations. Each of the Guarantors Guarantor hereby agrees that this Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is performance and not a guaranty of collectioncollection only. Each of Notwithstanding any provision to the Guarantors hereby waives contrary contained herein or in any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any other of the Loan Documents or thereafter ceases Documents, to the extent the obligations of a Guarantor shall be adjudicated to be liable. Each invalid or unenforceable for any reason (including, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that obligations of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each such Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under Applicable Law (including any Debtor Relief Law). Any analysis of the provisions hereof for purposes of laws relating to fraudulent conveyances or transfers shall take into account the contribution agreement established in this Subsection 9.20(A). To the extent that any Guarantor shall be required hereunder to pay any portion of any Secured Obligation exceeding the greater of (i) the amount of the value actually received by such Guarantor and its Subsidiaries from the Loans and other Secured Obligations and (ii) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the Secured Obligations (excluding the amount thereof repaid by Borrower) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, if anythen such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, required so that its pro rata, based on the respective net worth of such other Guarantors on such date of enforcement. The contribution agreement in this paragraph is intended only to define the relative rights of the Guarantors and nothing set forth in this paragraph is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms hereof. Each Guarantor’s maximum obligations hereunder (the “Maximum Guarantor Liability”) in any case or proceeding referred to below (but only in such a case or proceeding) shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.in excess of:

The Guaranty. Each In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by the U.S. Borrower from the proceeds of the Loans and the issuance of the Letters of Credit, the U.S. Borrower hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Banks as follows: the U.S. Borrower hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as Foreign Guaranteed Obligations of the “Guaranteed Obligations”). Upon the failure by the German Borrower to pay punctually the Guaranteed Creditors. If any such amount, subject to any applicable grace or notice and cure period, each all of the Guarantors agrees that it shall forthwith on demand Foreign Guaranteed Obligations of the German Borrower to the Guaranteed Creditors becomes due and payable hereunder, the U.S. Borrower unconditionally promises to pay such amount at indebtedness to the place and in the manner specified in the Credit Agreement Guaranteed Creditors, or the relevant other Loan Documentorder, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absoluteon demand, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives together with any and all benefits and defenses under CC Section 2810 and agrees that expenses which may be incurred by doing so Guarantors shall be liable even if Borrower had no liability at the time Guaranteed Creditors in collecting any of execution the Foreign Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Foreign Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the German Borrower), then and all benefits and defenses under CC Section 2809 and in such event the U.S. Borrower agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon the U.S. Borrower, notwithstanding any revocation of this U.S. Borrower Notwithstanding Guaranty or any other provision instrument evidencing any liability of this Guarantythe German Borrower, and the U.S. Borrower shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors The Guarantor hereby unconditionally and irrevocably guarantees as primary obligor and unconditionally guarantees, jointly and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (whether at stated upon maturity, upon by acceleration or otherwise) of the ObligationsRepurchase Price due with respect to all Transactions (including without limitation all “Price Differential” which may be payable prior to or during the pendency of any insolvency or similar proceeding with respect to any Seller) and all other obligations of the Sellers, includingwhether direct or indirect, without limitationabsolute or contingent, (i) the principal due or to become due, or now existing or hereafter incurred, which may arise under, or out of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsthe Transactions, and (iii) all other amounts payable by the Borrower under the Credit Master Repurchase Agreement and the other Loan Transaction Documents, and whether on account of covenants, Repurchase Prices, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all Rate Management Obligations (but excluding, for fees and disbursements of counsel to the avoidance Buyers that are required to be paid by the Sellers pursuant to the terms of doubt, all Excluded Swap Obligationsthe Master Repurchase Agreement) or otherwise (all obligations in respect of repayment of the foregoing Repurchase Prices and all of Seller’s other obligations to the Buyers relating to or arising in connection with the Master Repurchase Agreement and the other Transaction Documents being hereafter sometimes referred to collectively as the “Guaranteed Obligations”). Upon If any or all of any Seller’s obligations in respect of the failure Guaranteed Obligations become due and payable, Guarantor unconditionally promises to pay such amounts to the Committed Buyer on behalf of the Buyers, or order, on demand, together with any and all expenses which may be incurred by the Borrower to pay punctually Buyers in collecting any of such amount, subject to amounts. If the Buyers are prevented by law from accelerating any applicable grace or notice and cure period, each of the Guarantors agrees that it Guaranteed Obligations in accordance with the terms of any agreement or instrument governing same, the Buyers shall forthwith on be entitled to receive hereunder from Guarantor, upon demand pay therefor, the sum which would have otherwise been due had such amount at acceleration occurred. Without limiting the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each generality of the Guarantors hereby agrees foregoing, Guarantor acknowledges that this Guaranty guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is payment, not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract with the other GuarantorsBorrower, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full and punctual payment when due (whether at stated maturity, upon acceleration as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, 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 Obligations, 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 otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts, (a) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law, (b) if Denver and its Subsidiaries are required to become Guarantors pursuant to Section 7.04 prior to the time, if any, that Denver becomes a Wholly Owned Subsidiary, the liability of Denver and its Subsidiaries pursuant to this Article IV (and the Pledge Agreement) on any day shall be limited to the unpaid principal amount of the Master Intercompany Note on, and accrued and unpaid interest and fees thereunder as of, such day, (c) the liability of Los Angeles Daily News pursuant to this Article IV shall be limited to the maximum amount permitted under the Greenco Option Agreement as in effect on the Closing Date and (d) prior to the time, if any, that the California Partnership, the York JOA, MNG/Power One Media Holding Company, Inc., the Salt Lake JOA or any of their respective Subsidiaries (including Persons which become Subsidiaries after the Closing Date pursuant to a Permitted Investment) becomes a Wholly Owned Subsidiary, such Person shall not be required to Guarantee all or any portion of the Obligations. Upon the contribution of assets by K-T to the New Salt Lake JOA (or a Subsidiary thereof) in accordance with the terms of Section 8.06(b) or the contribution of all or substantially all of the Capital Stock or assets of Los Angeles Daily News or Long Beach Publishing Company to the California Partnership (or a Subsidiary thereof) in accordance with the terms of Section 8.06(c), the Administrative Agent shall deliver to the Borrower, upon the Borrower's request and at the Borrower's expense, such documentation as is reasonably necessary to evidence the release of the Administrative Agent's security interest, if any, in such assets or Capital Stock (including, without limitation, (i) the principal amendments or terminations of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentUCC financing statements, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 the return of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitationsstock certificates, if any) and the release of K-T, on the amount Los Angeles Daily News or Long Beach Publishing Company, as applicable, from all of any Guarantor’s its obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountArticle IV and the Pledge Agreement.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations (other than the Excluded Swap Obligations), including, without limitation, (i) the principal of and interest on each the Term Loan made to the any Borrower pursuant to the Credit Agreement, (ii) all obligations of any Borrower owing under or in connection with Facility LCsany Related Swap Agreement, and (iii) all other amounts payable by the Borrower Borrowers or any other Credit Party under the Credit Agreement, any Related Swap Agreement and the other Loan DocumentsDocuments and (iv) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrowers of all of the agreements, without limitationconditions, covenants, and obligations of the Borrowers contained in the Loan Documents (all Rate Management Obligations of the foregoing (but excludingother than, for the avoidance of doubt, all the Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations (including the Administrative Agent) being referred to collectively as the “Holders of Obligations”). For the avoidance of doubt, Guaranteed Obligations shall include any amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code. Any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of any Guarantor or any Borrower (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantors, the Administrative Agent and the Holders of the Obligations that the Guaranteed Obligations should be determined without regard to any rule of law or order that may relieve the Guarantors or the Borrowers of any portion of such Guaranteed Obligations. Upon (x) the failure by the any Borrower or any other Credit Party, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Related Swap Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time obligations of execution such Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any other guarantor, and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability a separate action may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of brought against such Guarantor to enforce this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit AgreementAgreement (including any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Borrower or any Guarantor (or would accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such proceeding) and (ii) obligations owing under or in connection with Facility LCsthe punctual and faithful performance, keeping, observance, and (iii) all other amounts payable fulfillment by the Borrower under of all of the Credit Agreement and the other Loan Documentsagreements, conditions, covenants, and including, without limitation, all Rate Management Obligations (but excluding, for obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond Xxxxxx and Structured Repurchases and all other amounts payable under any Permitted Bond Xxxxxx and Structured Repurchases shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each Guarantor hereby guarantees to each Secured Party, each Affiliate of a Lender that enters into a Secured Hedge Agreement, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment and performance of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the Obligations in full and punctual payment when due (whether at stated maturity, upon as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), each 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 Obligations, includingthe same will be promptly paid in full when due (whether at extended maturity, without limitationas a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreementcollectively, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon Subject to Section 10.06 and the failure by the Borrower to pay punctually any such amountlast sentence of this Section 10.01 below, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolutejointly and severally agree, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each in furtherance of the Guarantors hereby waives foregoing and not in limitation of any and all benefits and defenses under CC Section 2810 and agrees other right which the Administrative Agent or any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that by doing so Guarantors shall be liable even if Borrower had no liability at upon the time failure of execution of any Guarantor to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), the Guarantors will upon demand pay, or cause to be paid, in cash, to the Administrative Agent for the ratable benefit of Secured Parties, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for the Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against the Borrower for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to the Secured Parties as aforesaid. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, the Guaranteed Obligations of each Guarantor under this Agreement and the other Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to an aggregate amount equal to the extent, if any, required so largest amount that its would not render such obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountDebtor Relief Laws.

The Guaranty. Each of the Guarantors hereby irrevocably and Subsidiary Guarantor unconditionally guarantees, jointly and severally with the other Subsidiary Guarantors, and severally, as a primary obligor and not merely as a surety, the full due and punctual payment when due (of all Finance Obligations, in each case, whether now or hereafter due, whether at stated maturitymaturity or earlier, upon acceleration by reason of acceleration, mandatory prepayment or otherwise) otherwise in accordance herewith or any other Loan Document, whether or not from time to time reduced or extinguished (other than by reason of the Obligationspayment thereof) or hereafter increased, includingincurred or owing in any manner, without limitationwhether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or including all liabilities in connection with Facility LCsany notes, and bills or other instruments accepted by any Finance Party in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereto (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documentscollectively, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon ; provided that the failure by the Borrower to pay punctually any such amount, subject Guaranteed Obligations with respect to any applicable grace or notice Subsidiary Guarantor shall exclude any Excluded Swap Obligations with respect to such Subsidiary Guarantor. Confidential and cure period, each of Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Anything contained in this Agreement to the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantycontrary notwithstanding, the amount guaranteed by obligations of each Subsidiary Guarantor hereunder shall be limited to the extent, if any, required so a maximum aggregate amount that its would not render such Subsidiary Guarantor’s obligations hereunder shall not be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy United States Code or under any provisions of applicable state Uniform law (collectively, the “Fraudulent Transfer ActLaws”), Uniform in each case after giving effect to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Conveyance Act or similar statute or common law. In determining the limitationsTransfer Laws (specifically excluding, if anyhowever, on the amount any liabilities of any Guarantor’s obligations hereunder pursuant such Subsidiary Guarantor (i) in respect of intercompany indebtedness to the preceding sentence, it is Borrower or any of its Affiliates to the intention of the parties hereto extent that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.indebtedness

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan Advance made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under any Reimbursement Obligations of the Borrower or in connection with Facility LCsthe performance by it of such Reimbursement Obligations, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations constituting Secured Obligations, and (but excludingiv) the punctual and faithful performance, for keeping, observance, and fulfillment by the avoidance Borrower of doubtall of the agreements, all Excluded Swap Obligations) conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”)) (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or any grant of security interest by any Guarantor to support, as applicable) any Excluded Rate Management Obligations of such Guarantor for purposes of determining any obligations of any Guarantor. Upon the failure by the Borrower Borrower, or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no primary obligation, indemnify the Holders of Secured Obligations immediately on demand against any cost, loss or liability at the time of execution of any they incur as a result of the Loan Documents Borrower or thereafter ceases to be liable. Each of any such Guarantor’s Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees date when it would have been due (but so that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed payable by each such Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each of the Guarantors hereby irrevocably and The Guarantor unconditionally guarantees, jointly as a primary obligor and severally with not merely as a surety the other Guarantors, the full due and punctual payment when of any amounts due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsany Guaranteed Document, together with all renewals, modifications, consolidations or extensions thereof and whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (iii) and including all liabilities in connection with any notes, bills or other amounts payable instruments accepted by the Borrower under the Credit Agreement and the other Loan Documentsany Guaranteed Finance Party in connection therewith), and includingtogether in each case with all renewals, without limitationmodifications, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) consolidations or extensions thereof (all such obligations being herein collectively referred to as the "Guaranteed Obligations"). Anything contained in this Agreement to the contrary notwithstanding, the obligations of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the extent, if any, required so greatest amount that its would not render the Guarantor’s obligations hereunder shall not be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy United States Code or any provisions of applicable state Law (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of the Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Guarantor (i) in respect of intercompany indebtedness to any other Group Obligor or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by the Guarantor hereunder or (B) has been pledged to, and is enforceable by, the Security Agent on behalf of the Guaranteed Finance Parties and (ii) under any guaranty of Debt subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of the Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of the Guarantor to the value (as determined under the applicable state Uniform provisions of the Fraudulent Transfer ActLaws) of any rights to subrogation, Uniform Fraudulent Conveyance Act contribution, reimbursement, indemnity or similar statute rights of the Guarantor pursuant to (i) applicable Law or common law(ii) any agreement providing for an equitable allocation among the Guarantor and any other Group Obligor and its Affiliates of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). In determining If the limitations, if any, on Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the total amount of any Guarantor’s obligations hereunder pursuant to the preceding sentenceGuaranteed Obligations, then it is understood and agreed that the intention portion of the parties hereto that any rights of subrogation, indemnification or contribution Guaranteed Obligations for which such the Guarantor may have under this Guaranty, any other agreement or applicable law is liable hereunder shall be taken into accountthe last portion of the Guaranteed Obligations to be repaid.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors direct benefits to be received by each Credit Agreement Party from the proceeds of the Loans, the issuance of the Letters of Credit and Bank Guaranties and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each Credit Agreement Party hereby agrees with the Lenders as follows: each Credit Agreement Party hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal any and all of and interest on each Loan made its Relevant Guaranteed Obligations to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under Guaranteed Creditors. If any or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Relevant Guaranteed Obligations of any Credit Agreement Party to collectively as the “Guaranteed Creditors becomes due and payable hereunder, each Credit Agreement Party unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Agreement Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Credit Agreement Party agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Agreement Party, notwithstanding any revocation of Borrower Notwithstanding this Credit Agreement Party Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan Advance made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under any Reimbursement Obligations of the Borrower or in connection with Facility LCsthe performance by it of such Reimbursement Obligations, and (iii) all Rate Management Obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Rate Management Transactions (any such Rate Management Transaction with any Lender or any affiliate of any Lender being herein referred to as a "Guaranteed Rate Management Transaction") unless the Borrower and any such Lender mutually agree that any such Rate Management Transaction does not constitute a Guaranteed Rate Management Transaction hereunder, (iv) all other amounts payable by the Borrower under the Credit Agreement Agreement, any Guaranteed Rate Management Transaction and the other Loan Documents, and including(v) the punctual and faithful performance, without limitationkeeping, observance, and fulfillment by the Borrower of all Rate Management Obligations (but excludingof the agreements, for conditions, covenants, and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “"Guaranteed Obligations”"). Upon the failure by the Borrower or any of its Affiliates to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount to the Collateral Agent at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beIntercreditor Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Administrative Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by each Subsidiary Guarantor from the proceeds of the Loans, each Subsidiary Guarantor hereby irrevocably agrees with the Administrative Agent and the Lenders that such Subsidiary Guarantor hereby unconditionally guaranteesand irrevocably, jointly and severally with the other Guarantorsseverally, guarantees as primary obligor and not merely as surety the full and punctual prompt payment and performance by the Borrower when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of the Obligations, including, without limitation, any and all of (i) the principal Obligations of and interest on each Loan made to the Borrower pursuant to and the Credit Agreement, other Subsidiary Guarantors and (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable amounts, obligations, covenants and duties owing by the Borrower under the Credit Agreement and the other Subsidiary Guarantors to the Administrative Agent, any Lender, any Affiliate of any of them or any Indemnified Party, of every type and description (whether by reason of an extension of credit, loan, guaranty, indemnification, foreign exchange or currency swap transaction, interest rate hedging transaction or otherwise), present or future, arising under each Hedging Contract that is a Loan DocumentsDocument (collectively, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon If any or all of the failure by the Borrower Guaranteed Obligations become due and payable hereunder, each Subsidiary Guarantor, jointly and severally, unconditionally promises to pay punctually any such amountGuaranteed Obligations to the Lenders, subject to any applicable grace or notice and cure periodorder, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Documentdemand, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives together with any and all benefits and defenses under CC Section 2810 and agrees that reasonable expenses which may be incurred by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of Administrative Agent or the Lenders in collecting any of the Loan Documents or thereafter ceases to be liableGuaranteed Obligations. Each of Notwithstanding the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantyforegoing, the amount guaranteed by each Guarantor liability of Pliant Toronto hereunder shall be limited to an amount equal to the extentsum of (i) all amounts referred to in Section 3.3(a) paid to the Prepetition Foreign Working Capital Lenders from the proceeds of any Foreign Debt Draw, if anywhether paid directly or indirectly to such Prepetition Foreign Working Capital Lenders, required so that its obligations hereunder shall not be subject and whether owed by Pliant Toronto or any other Loan Party or Subsidiary of any Loan Party, (ii) all amounts referred to avoidance under in Section 548 3.3(c) paid to the Prepetition Fixed Asset Lenders from the proceeds of any Foreign Debt Draw, whether paid directly or indirectly to such Prepetition Fixed Asset Lenders, and whether owed directly by Pliant Toronto or by any other Loan Party or Subsidiary of any Loan Party, (iii) without duplication of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Actamounts described in subparagraphs (i) and (ii) above, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of all intercompany loans, advances or other transfers of funds or property from the Borrower (including, without limitation, proceeds from the Loans or as a result of the Loan Parties’ cash management system or for goods sold or services provided on credit by the Borrower or other intercompany benefits) to Pliant Toronto on or after the Closing Date, and (iv) interest on the foregoing amounts calculated in accordance with the terms of this Agreement based on the rate of interest applicable to Base Rate Loans under the Agreement, inclusive, together with costs and expenses that may be incurred by the Administrative Agent or any Guarantor’s obligations hereunder of the Lenders from time to time in enforcing the Guaranty and the security granted by Pliant Toronto pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, Agreement and any other agreement or applicable law shall be taken into accountLoan Documents.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Guarantors from the extensions of credit hereunder, each Guarantor hereby agrees with Administrative Agent and the Secured Parties as follows: each Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement Administrative Agent and the other Loan Documents, Secured Parties of any and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Secured Obligations) (. If any or all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower Secured Obligations become due and payable hereunder, each Guarantor unconditionally promises to pay punctually such indebtedness to Administrative Agent and the other Secured Parties, on order, or demand, together with any such amount, subject to and all reasonable expenses which may be incurred by Administrative Agent and the other Secured Parties in collecting any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beSecured Obligations. Each of the Guarantors Guarantor hereby agrees that this Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is performance and not a guaranty of collectioncollection only. Each of Notwithstanding any provision to the Guarantors hereby waives contrary contained herein or in any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any other of the Loan Documents or thereafter ceases Documents, to the extent the obligations of a Guarantor shall be adjudicated to be liable. Each invalid or unenforceable for any reason (including, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that obligations of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each such Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under Applicable Law (including any Debtor Relief Law). Any analysis of the provisions hereof for purposes of laws relating to fraudulent conveyances or transfers shall take into account the contribution agreement established in this Subsection 9.20(A). To the extent that any Guarantor shall be required hereunder to pay any portion of any Secured Obligation exceeding the greater of (i) the amount of the value actually received by such Guarantor and its Subsidiaries from the Revolver Loans and other Secured Obligations and (ii) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the Secured Obligations (excluding the amount thereof repaid by Borrower) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, if anythen such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, required so that its pro rata, based on the respective net worth of such other Guarantors on such date of enforcement. The contribution agreement in this paragraph is intended only to define the relative rights of the Guarantors and nothing set forth in this paragraph is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms hereof. Each Guarantor’s maximum obligations hereunder (the “Maximum Guarantor Liability”) in any case or proceeding referred to below (but only in such a case or proceeding) shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.in excess of: 104

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under of Holdings or in connection with Facility LCsthe Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of Holdings or the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by Holdings, the Borrower or any of the Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by Holdings and the Borrower of all of the respective agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of Holdings and the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower Holdings or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the any Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of any Borrower or any of its Subsidiaries owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by any Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of such Borrower contained in the avoidance of doubt, all Excluded Swap Obligations) Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)). Upon (x) the failure by the any Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors Guarantor hereby irrevocably jointly and severally, absolutely and unconditionally guarantees, jointly guarantees to the Administrative Agent and severally with the other Guarantors, Lenders the full and punctual payment when due (whether at a stated maturity, upon maturity or earlier by reason of acceleration or otherwise) and performance of the Obligations. As used in this subsection: (i) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including, without limitation, (i11 U.S.C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United States Code) as applicable in any proceeding in which the principal validity and/or enforceability of this Guaranty or any Specified Lien is in issue; and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under “Specified Lien” means any security interest, mortgage, lien or encumbrance securing this Guaranty, in whole or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”)part. Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, if, in any proceeding, a court of competent jurisdiction determines that this Guaranty or any Specified Lien would, but for the operation of this Section, as to any Guarantor, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, this Guaranty and each such Specified Lien shall, as to such Guarantor, be valid and enforceable only to the maximum extent that would not cause this Guaranty or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent or any Lender on the guaranteed Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount guaranteed by each Guarantor hereunder subject to avoidance shall in all events be limited to the extentamount by which such actual payment or realization exceeds such limitation, if any, required so that its obligations hereunder and this Guaranty as limited shall not in all events remain in full force and effect and be subject fully enforceable against the relevant Guarantor. This Section is intended solely to avoidance under Section 548 reserve the rights of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations Administrative Agent and each Lender hereunder pursuant against each Guarantor in such proceeding to the preceding sentencemaximum extent permitted by Applicable Insolvency Laws and no Guarantor, it is the intention Borrower nor any other guarantor of the parties hereto that Obligations nor any rights of subrogationPerson shall have any right, indemnification claim or contribution which such Guarantor may have defense under this Guaranty, any other agreement or applicable law shall Section that would not otherwise be taken into accountavailable under Applicable Insolvency Laws in such proceeding.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors direct benefits to be received by each DRLB Guarantor from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each DRLB Guarantor hereby agrees with the Lenders as follows: each DRLB Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal any and all of and interest on each Loan made its Relevant Guaranteed Obligations to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under Guaranteed Creditors. If any or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Relevant Guaranteed Obligations of any DRLB Guarantor to collectively as the “Guaranteed Creditors becomes due and payable hereunder, each DRLB Guarantor unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations”). Upon the failure by the This DRL Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This DRL Borrower Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective DRLB Guarantor agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such DRLB Guarantor, notwithstanding any revocation of this DRL Borrower Notwithstanding Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each DRLB Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each As used in this Guaranty, the term Obligations or Obligation means, collectively, the following: any and all indebtedness, liabilities and sums of money now or hereafter due and owing by Principal to PSI and/or PJM pursuant to, or arising under, the Governing Documents, including (without limitation) all scheduling, operating, planning, reliability, credit and settlement policies, rules, guidelines and procedures established from time to time by PJM and/or PSI; any and all interest and out-of-pocket expenses (including reasonable attorneys’ fees) now or hereafter due and owing by Principal pursuant to the Governing Documents, in each instance whether or not allowed under any Debtor Relief Law (including all post-petition interest accruing after the commencement of any bankruptcy or insolvency proceeding by or against Principal, whether or not allowed in such proceeding), and all other amounts that would be part of the Guarantors hereby irrevocably Obligations but for the operation of Debtor Relief Laws; all assessments and unconditionally guaranteesother amounts required to be paid by Principal to PSI and/or PJM in order to maintain the ability to conduct business with PJM and/or PSI notwithstanding the continuing right of Principal to dispute, jointly contest or pursue rights of setoff of such assessments and severally with other amounts pursuant to the other Guarantors, the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) alternative dispute resolution provisions of the ObligationsGoverning Documents; and all reasonable costs, expenses and fees, including, without limitation, (i) the principal of court costs and interest on each Loan made to the Borrower pursuant to the Credit Agreementattorneys’ fees, (ii) obligations owing under or arising in connection with Facility LCsthe collection of any or all amounts, indebtedness, obligations and liabilities of Principal to PSI and/or PJM described in clauses (iiia) through (c) above Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety to PSI pursuant to , or arising under the Governing Documents, including (without limitation) all other amounts payable scheduling, operating, planning, reliability, credit and settlement policies, rules, guidelines and procedures established from time to time by PSI or PJM, the Borrower under due, prompt and complete payment of all Obligations regardless of Principal’s ability or willingness to pay, in regard to the Credit Agreement and the other Loan DocumentsGoverning Documents (or any successor agreements), and including fees, costs, expenses (including, without limitation, all Rate Management Obligations (but excluding, for the avoidance reasonable fees and expenses of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure counsel incurred by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and PSI in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that enforcing any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, contract causes of action and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, fixed or otherwise including monetary debts or commitments incurred during the pendency of any bankruptcy, insolvency, receivership, or other agreement similar proceeding, regardless of whether allowed or applicable law shall be taken into accountallowable in such proceeding.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan DocumentsDocuments and (v) the punctual and faithful performance, keeping, observance, and includingfulfillment by the Borrower of all of the agreements, without limitationconditions, all Rate Management Obligations (but excludingcovenants, for and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of the other Loan Parties, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of Notwithstanding anything to the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger contrary in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, at no time shall (1) the amount guaranteed by each Guarantor hereunder shall issued and outstanding voting Equity Interests of any Foreign Subsidiary that is not a Material Worldwide Subsidiary be limited to security for the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 Guaranteed Obligations and (2) the issued and outstanding voting Equity Interests of any Affected Foreign Subsidiary in excess of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining Applicable Foreign Subsidiary Pledge Percentage be security for the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountGuaranteed Obligations.

The Guaranty. Each of the Guarantors hereby irrevocably and Subsidiary Guarantor unconditionally guarantees, jointly and severally with the other Subsidiary Guarantors, and severally, as a primary obligor and not merely as a surety, the full due and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of the all Finance Obligations, includingin each case, without limitationwhether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or including all liabilities in connection with Facility LCsany notes, and bills or other instruments accepted by any Finance Party in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereto (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documentscollectively, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon ; provided that the failure by the Borrower to pay punctually any such amount, subject Guaranteed Obligations with respect to any applicable grace or notice and cure period, each of Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Anything contained in this Agreement to the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guarantycontrary notwithstanding, the amount guaranteed by obligations of each Subsidiary Guarantor hereunder shall be limited to the extent, if any, required so a maximum aggregate amount that its would not render such Subsidiary Guarantor’s obligations hereunder shall not be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor (i) in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by such Subsidiary Guarantor hereunder or (B) has been pledged to, and is enforceable by, the Collateral Agent on behalf of the Finance Parties and (ii) under any guaranty of Indebtedness subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Subsidiary Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Subsidiary Guarantor to the value (as determined under the applicable state Uniform provisions of the Fraudulent Transfer ActLaws) of any rights to subrogation, Uniform Fraudulent Conveyance Act contribution, reimbursement, indemnity or similar statute rights of such Subsidiary Guarantor pursuant to (i) applicable Law or common law(ii) any agreement providing for an equitable allocation among such Subsidiary Guarantor and other Affiliates of the Borrower of obligations arising under guaranties by such parties (including the agreements in this Article II). In determining If any Subsidiary Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the limitations, if any, on the total amount of any Guarantor’s obligations hereunder pursuant to the preceding sentenceGuaranteed Obligations, then it is understood and agreed that the intention portion of the parties hereto that any rights of subrogation, indemnification or contribution Guaranteed Obligations for which such Subsidiary Guarantor may have under this Guaranty, any other agreement or applicable law is liable hereunder shall be taken into accountthe last portion of the Guaranteed Obligations to be repaid.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Guarantors from the extensions of credit hereunder, each Guarantor hereby agrees with Administrative Agent and the Secured Parties as follows: each Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement Administrative Agent and the other Loan Documents, Secured Parties of any and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Secured Obligations) (. If any or all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower Secured Obligations become due and payable hereunder, each Guarantor unconditionally promises to pay punctually such indebtedness to Administrative Agent and the other Secured Parties, on order, or demand, together with any such amount, subject to and all reasonable expenses which may be incurred by Administrative Agent and the other Secured Parties in collecting any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beSecured Obligations. Each of the Guarantors Guarantor hereby agrees that this Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is performance and not a guaranty of collectioncollection only. Each of Notwithstanding any provision to the Guarantors hereby waives contrary contained herein or in any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any other of the Loan Documents or thereafter ceases Documents, to the extent the obligations of a Guarantor shall be adjudicated to be liable. Each invalid or unenforceable for any reason (including, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that obligations of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each such Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under Applicable Law (whether federal or state and including, the Bankruptcy Code). Any analysis of the provisions hereof for purposes of laws relating to fraudulent conveyances or transfers shall take into account the contribution agreement established in this Subsection 9.20(A). To the extent that any Guarantor shall be required hereunder to pay any portion of any Secured Obligation exceeding the greater of (i) the amount of the value actually received by such Guarantor and its Subsidiaries from the Loans and other Secured Obligations and (ii) the amount such Guarantor would otherwise have paid if anysuch Guarantor had paid the aggregate amount of the Secured Obligations (excluding the amount thereof repaid by Borrower) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, required so that its then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date of enforcement. The contribution agreement in this paragraph is intended only to define the relative rights of the Guarantors and nothing set forth in this paragraph is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms hereof. Each Guarantor’s maximum obligations hereunder (the “Maximum Guarantor Liability”) in any case or proceeding referred to below (but only in such a case or proceeding) shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.in excess of:

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, as a primary obligor and not merely as a surety, to each of the below-defined Holders of Guaranteed Obligations and its successors, transfers and assigns, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCsof the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), and (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents, and Documents (including, without limitation, attorneys’ fees and expenses) and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all Rate Management Obligations (but excludingof the agreements, for conditions, covenants, and obligations of the avoidance of doubt, all Excluded Swap Obligations) Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable irrevocable, unconditional, present and unconditional continuing guaranty of payment and is not a guaranty of collection. Each , and is no way conditioned upon any attempt to collect from the Borrower, any other Subsidiary Guarantor or any other Affiliate of the Guarantors hereby waives Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and all benefits fully to perform or pay any Guaranteed Obligation as and defenses under CC Section 2810 when the same shall become due and agrees that by doing so Guarantors payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an Event of Default, each Guarantor will forthwith pay or cause to be liable even if Borrower had no liability at paid such amounts to the time of execution of Administrative Agent for application on any of the Loan Documents Guaranteed Obligations, in lawful money of the United States of America, at the place specified in the Credit Agreement, or thereafter ceases perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be liable. Each of performed or complied with, together with interest (in the Guarantors hereby waives any amounts and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, extent required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under Credit Agreement) on any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountdue and owing.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, as primary obligor and not as surety merely, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the ObligationsObligations (other than Obligations arising or incurred to the Lenders or any of their Affiliates under any Swap Agreement or any Banking Services Agreement), including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations owing under or in connection with Facility LCs, of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”) and (iii) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations Documents (but excluding, for the avoidance of doubt, all Excluded other than any Swap ObligationsAgreement or any Banking Services Agreement) (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amountamount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure periodperiod to the extent applicable, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower had no liability at the time of execution of or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees date when it would have been due (but so that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors direct benefits to be received by Intermediate Holdco from the proceeds of the Loans, the issuance of the Letters of Credit and Bank Guaranties and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, Intermediate Holdco hereby agrees with the Lenders as follows: Intermediate Holdco hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Intermediate Holdco Guaranteed Obligations to collectively as the “Guaranteed Creditors. If any or all of the Intermediate Holdco Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, Intermediate Holdco unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Intermediate Holdco Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this This Intermediate Holdco Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Intermediate Holdco Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Intermediate Holdco Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers and all benefits any other Intermediate Holdco Guaranteed Party), then and defenses under CC Section 2809 and in such event Intermediate Holdco agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon Intermediate Holdco, notwithstanding any revocation of Borrower Notwithstanding this Intermediate Holdco Guaranty or any other provision instrument evidencing any liability of this Guarantyeither Borrower or any other Intermediate Holdco Guaranteed Party, and Intermediate Holdco shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder, to induce the Credit Card Issuers to enter into and/or maintain Secured Credit Card Agreements, to induce the Lenders or any of their respective affiliates to enter into Hedging Agreements and to induce Calyon to maintain the Existing Interest Rate Swap Agreement and, in recognition of the Guarantors direct benefits to be received by the Borrower from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into and/or maintenance of Secured Credit Card Agreements and Hedging Agreements, the Borrower hereby agrees as follows: the Borrower hereby unconditionally and irrevocably and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantors, not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred Guaranteed Obligations to collectively as the “Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, the Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations”). Upon the failure by the This Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Borrower Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the Borrower agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon the Borrower, notwithstanding any revocation of this Borrower Notwithstanding Guaranty or any other provision instrument evidencing any liability of this Guarantyany other Guaranteed Party, and the Borrower shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the AgentsAdministrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Secured Bank Product Obligations in recognition of the Guarantors direct benefits to be received by each Credit Party from the proceeds of the Revolving Loans and the entering into of such Secured Bank Product Obligations, each Credit Party hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Guaranteed Creditors as follows: each Credit Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Obligations, including, without limitation, (i) the principal Relevant Guaranteed Obligations of and interest on each Loan made any Credit Party to the Borrower pursuant Guaranteed Creditors becomes due and payable hereunder, such Credit Party, unconditionally and irrevocably, promises to pay such indebtednessobligations to the Credit AgreementAdministrative Agent and/or the other Guaranteed Creditors, (ii) obligations owing under or in connection order, on demand, together with Facility LCs, any and (iii) all other amounts payable expenses which may be incurred by the Borrower under the Credit Agreement Administrative Agent and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all Guaranteed Creditors in collecting any of the foregoing being referred to collectively as the “Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Credit Party agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Party, notwithstanding any revocation of Borrower Notwithstanding this Credit Party Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Credit Party shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and Guarantor unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, as a primary obligor and not merely as a surety, the full due and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, all Credit Party Obligations including, without limitation, (ia) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on each Loan made to the Borrower pursuant to the Credit AgreementLoans and Letters of Credit, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (iib) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable each payment required to be made by the Borrower under the Credit Loan Agreement or any other Loan Document, when and as due, and (c) all other monetary obligations under the Loan Documents or any Bank Product, including (i) fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower to the Lender under the Loan Agreement and the other Loan Documents, (ii) the due and includingpunctual performance of all covenants, without limitationagreements, obligations and liabilities of the Borrower under or pursuant to the Loan Agreement and the other Loan Documents; and (iii) the due and punctual payment and performance of all Rate Management Obligations obligations (but excluding, for the avoidance of doubt, all other than Excluded Swap Obligations) of the Borrower, monetary or otherwise, arising under any Bank Products (all of the foregoing being monetary and other obligations referred to in the preceding clauses (a) through (b) being collectively as called the “"Guaranteed Obligations”"). Upon In no event shall the failure by the Borrower to pay punctually Guaranteed Obligations include any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors Excluded Swap Obligations. Each Guarantor further agrees that it shall forthwith on demand pay the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such amount at the place Guarantor, and in the manner specified in the Credit Agreement that such Guarantor will remain bound upon its guarantee notwithstanding any extension or the relevant other Loan Document, as the case may berenewal of any Guaranteed Obligations. Each of the Guarantors hereby agrees represents and warrants that this Guaranty it is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each direct or indirect Subsidiary of the Guarantors hereby waives any Borrower, and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at has derived substantial benefit from the time of execution of any making of the Loan Documents or thereafter ceases to be liable. Each Loans and Letters of Credit by the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited Lender to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountBorrower.

The Guaranty. Each For valuable consideration, each Guarantor hereby unconditionally guarantees and promises to pay promptly to the Bank, or order, in lawful money of the Guarantors hereby irrevocably United States, any and unconditionally guaranteesall Indebtedness of the Borrower to the Bank when due, jointly and severally with the other Guarantors, the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) , and at all times thereafter. The liability of the Obligations, includingGuarantors under this Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities, and other costs and expenses relating to or arising out of the Indebtedness and for all swap, derivative, foreign exchange or hedge or other similar transaction or arrangement (i“Swap Obligations”) the principal of and interest on each Loan made now or hereafter owing from Borrower to the Borrower Bank. No Guarantor will be deemed to be a guarantor of any Swap Obligation to the extent that such Guarantor is not an Eligible Contract Participant at the time such guaranty becomes effective with respect to such Swap Obligations as set forth in the Commodities Exchange Act (7 U.S.C., Sec. 1, et. seq.). The liability of the Guarantors is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of the Guarantors under this Guaranty is exclusive of the Guarantors’ liability under any other guaranties signed by the Guarantors. Each Guarantor is jointly and severally liable. “Indebtedness” shall mean and includes any and all advances, debts, obligations and liabilities of Borrower, or any of them, previously, now or later made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCsthat certain Amended and Restated Credit Agreement (the "Credit Agreement") dated of even date herewith between the Borrower and the Bank (including all renewals, extensions, amendments and other modifications thereof and all costs, attorneys' fees and expenses incurred by the Bank in connection with the collection or enforcement thereof), and (iii) all other amounts payable by whether the Borrower under may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or later becomes unenforceable. Capitalized terms used but not defined in this Guaranty have the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred meanings given to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified them in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountAgreement.

The Guaranty. Each In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by Holdings from the proceeds of the Loans, Holdings hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Secured Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all indebtedness of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made Borrower to the Borrower pursuant to the Credit Agreement, (ii) obligations owing Banks under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit this Agreement and the other Loan Documents, Credit Documents and including, without limitation, all under each Interest Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (Protection or Other Hedging Agreement. If any or all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by indebtedness of the Borrower to pay punctually any the Banks becomes due and payable hereunder or under such amountother Credit Documents or Interest Rate Protection or Other Hedging Agreements, subject Holdings unconditionally promises to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at indebtedness to the place and in the manner specified in the Credit Agreement Secured Creditors, or the relevant other Loan Documentorder, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absoluteon demand, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives together with any and all benefits and defenses under CC Section 2810 and agrees that expenses which may be incurred by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of Agent or the Banks in collecting any of the Loan Documents or thereafter ceases to be liableindebtedness. Each of the Guarantors hereby waives The word "indebtedness" is used in this Section 13 in its most comprehensive sense and means any and all benefits advances, debts, obligations and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger liabilities of the Borrower arising in amount and more burdensome than that of Borrower Notwithstanding connection with this Agreement or any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code Credit Documents or under any applicable state Uniform Fraudulent Transfer ActInterest Rate Protection or Other Hedging Agreement, Uniform Fraudulent Conveyance Act in each case, heretofore, now, or similar hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute or common law. In determining the of limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification and whether or contribution which not such Guarantor indebtedness may have under this Guaranty, any other agreement be or applicable law shall be taken into accounthereafter become otherwise unenforceable.

The Guaranty. Each In order to induce the Administrative Agent, the Issuing Bank and the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Banks as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all indebtedness of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made Borrower to the Borrower pursuant to the Credit Agreement, (ii) obligations owing Guaranteed Creditors under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit this Agreement and the other Loan Documents, Credit Documents and including, without limitation, all Interest Rate Management Obligations (but excluding, for the avoidance Protection Agreement or Other Hedging Agreements entered into by a Guaranteed Creditor or a Lending Affiliate of doubt, all Excluded Swap Obligations) (a Guaranteed Creditor. If any or all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by indebtedness of the Borrower to pay punctually any the Guaranteed Creditors becomes due and payable hereunder or under such amountother Credit Documents or Interest Rate Protection Agreement or Other Hedging Agreements, subject Holdings unconditionally promises to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at indebtedness to the place and in the manner specified in the Credit Agreement or the relevant other Loan DocumentBanks, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absoluteon demand, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives together with any and all benefits and defenses under CC Section 2810 and agrees that reasonable out-of-pocket expenses which may be incurred by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of Administrative Agent or the Banks in collecting any of the Loan Documents or thereafter ceases to be liablesuch indebtedness. Each of the Guarantors hereby waives The word "indebtedness" is used in this Section 12 in its most comprehensive sense and means any and all benefits advances, debts, obligations and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger liabilities of the Borrower arising in amount and more burdensome than that of Borrower Notwithstanding connection with this Agreement or any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code Credit Documents or under any applicable state Uniform Fraudulent Transfer ActInterest Rate Protection Agreement or Other Hedging Agreement with a Guaranteed Creditor or a Lending Affiliate of a Guaranteed Creditor, Uniform Fraudulent Conveyance Act in each case, heretofore, now, or similar hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute or common law. In determining the of limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification and whether or contribution which not such Guarantor indebtedness may have under this Guaranty, any other agreement be or applicable law shall be taken into accounthereafter become otherwise unenforceable.

The Guaranty. Each (a) In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct and indirect benefits to be received by each Guarantor from the proceeds of the Loans and the issuance of the Letters of Credit, each Guarantor hereby irrevocably agrees with the Banks as follows: Each Guarantor hereby unconditionally and unconditionally guaranteesirrevocably, jointly and severally with the other Guarantorsseverally, guarantees, as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of the Guaranteed Obligations of the Company to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Company to the Guaranteed Creditors becomes due and payable hereunder, each Guarantor, jointly and severally, and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses (including reasonable legal fees and expenses) which may be incurred by the Guaranteed Creditors in collecting or enforcing any of the Guaranteed Obligations, including, without limitation, . If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) the principal any judgment, decree or order of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, any court or administrative body having jurisdiction over such payee or any of its property or (ii) obligations owing under any settlement or compromise of any such claim effected by such payee with any such claimant (including the Company), then and in connection with Facility LCssuch event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Company, and (iii) all other amounts payable by each Parent Guarantor shall be and remain jointly and severally liable to the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, aforesaid payees hereunder for the avoidance of doubt, all Excluded Swap Obligations) (all of amount so repaid or recovered to the foregoing being referred to collectively same extent as the “Guaranteed Obligations”). Upon the failure if such amount had never originally been received by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may bepayee. Each of the Guarantors hereby agrees that this Guaranty This is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Lenders to enter into this Credit Agreement, any Hedging Agreement Provider to enter into any Secured Hedging Agreement and any Cash Management Agreement Provider to enter into any Secured Cash Management Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder, any Secured Hedging Agreement and any Secured Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders the Hedging Agreement Providers and the Cash Management Agreement Providers as follows: Each Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all indebtedness of the Borrower to the Administrative Agent, the Lenders, the Hedging Agreement Providers and the any Cash Management Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder, under any Secured Hedging Agreement or under any Secured Cash Management Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Secured Parties or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Secured Parties in collecting any of the Credit Party Obligations. The word “indebtedness” is used in this Article X in its most comprehensive sense and means any and all advances, debts, obligations and liabilities of the Borrower arising in connection with this Credit Agreement, the other Credit Documents, any Secured Hedging Agreement or any Secured Cash Management Agreement, including specifically all Credit Party Obligations, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (i) the principal because of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace state or notice and cure period, federal law relating to fraudulent conveyances or transfers) then the obligations of each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so maximum amount that its obligations hereunder shall not be subject to avoidance is permissible under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account(whether federal or state and including, without limitation, Bankruptcy Laws).

The Guaranty. Each For valuable consideration, each of the Guarantors hereby irrevocably unconditionally guarantees and unconditionally guaranteespromises to pay promptly to Agent for the benefit of the Guarantied Parties in lawful money of the United States, jointly any and severally with all Obligations of the other GuarantorsBorrower when due, the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) , and at all times thereafter. The liability of each Guarantor under this Guaranty is not limited as to the principal amount of the ObligationsObligations guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCshazardous waste indemnities), and (iii) other costs and expenses relating to or arising out of the Obligations and for all other amounts payable by the swap, option, or forward obligations now or hereafter owing from Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, to Agent for the avoidance of doubt, all Excluded Swap Obligations) (all benefit of the foregoing being referred to collectively as the “Guaranteed Obligations”)Guarantied Parties. Upon the failure by the Borrower to pay punctually any such amount, subject The liability of each Guarantor is continuing and relates to any applicable grace Obligations, including those arising under successive transactions which shall either continue the Obligations or notice from time to time renew it after it has been satisfied. This Guaranty replaces and cure periodsupersedes that certain Master Guaranty dated as of March 12, each 2004, but is otherwise cumulative and does not supersede any other outstanding guaranties of the Guarantors agrees that it shall forthwith on demand pay such amount at related to the place Obligations, and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each liability of the Guarantors hereby agrees that each Guarantor under this Guaranty is an absolute, irrevocable and unconditional guaranty exclusive of payment and is not a guaranty of collectionsuch Guarantor's liability under any other guaranties signed by such Guarantor. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2810 and Guarantor agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations under this Guaranty shall be joint and several with those of all other Guarantors. Each Guarantor's liability hereunder shall not be exceed at any one time the largest amount during the period commencing with Guarantor's execution of this Guaranty and thereafter that would not render such Guarantor's obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or under any comparable provisions of any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Secured Bank Product Obligations in recognition of the Guarantors direct benefits to be received by each Credit Party from the proceeds of the Revolving Loans and the entering into of such Secured Bank Product Obligations, each Credit Party hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Guaranteed Creditors as follows: each Credit Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Obligations, including, without limitation, (i) the principal Relevant Guaranteed Obligations of and interest on each Loan made any Credit Party to the Borrower pursuant Guaranteed Creditors becomes due and payable hereunder, such Credit Party, unconditionally and irrevocably, promises to pay such obligations to the Credit AgreementAdministrative Agent and/or the other Guaranteed Creditors, (ii) obligations owing under or in connection order, on demand, together with Facility LCs, any and (iii) all other amounts payable expenses which may be incurred by the Borrower under the Credit Agreement Administrative Agent and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all Guaranteed Creditors in collecting any of the foregoing being referred to collectively as the “Relevant Guaranteed Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the This Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Party Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives any This Credit Party Guaranty is a continuing one and all benefits and defenses liabilities to which it applies or may apply under CC Section 2810 and agrees that by doing so Guarantors the terms hereof shall be liable even if Borrower had no liability at the time conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of execution any amount or amounts received in payment or on account of any of the Loan Documents or thereafter ceases to be liable. Each Relevant Guaranteed Obligations and any of the Guarantors hereby waives aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and all benefits and defenses under CC Section 2809 and in such event the respective Credit Party agrees that by doing so Guarantors’ liability may any such judgment, decree, order, settlement or compromise shall be larger in amount and more burdensome than that binding upon such Credit Party, notwithstanding any revocation of Borrower Notwithstanding this Credit Party Guaranty or any other provision instrument evidencing any liability of this Guarantyany Relevant Guaranteed Party, and each Credit Party shall be and remain liable to the aforesaid payees hereunder for the amount guaranteed by each Guarantor hereunder shall be limited so repaid or recovered to the extent, same extent as if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under such amount had never originally been received by any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of In order to induce the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made Lenders to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the enter into this Credit Agreement and the other Loan Documents, any Hedging Agreement Provider to enter into any Hedging Agreement and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all to extend credit hereunder and thereunder and in recognition of the foregoing being referred direct benefits to collectively as the “Guaranteed Obligations”). Upon the failure be received by the Borrower to pay punctually Guarantors from the Extensions of Credit hereunder and any such amount, subject to any applicable grace or notice and cure periodHedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower owed to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Hedging Agreement Providers, or order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Lenders or the Hedging Agreement Providers in collecting any of the Credit Party Obligations. The word "indebtedness" is used in this Article in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower and the Guarantors, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or Hedging Agreement with a Hedging Agreement Provider, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise enforceable. Each Guarantor, the Administrative Agent and each Lender hereby confirms that it shall forthwith on demand pay is the intention of all such amount at Persons that this Guaranty and the place obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for the purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and in the manner specified in obligations of each Guarantor hereunder. To effectuate the Credit Agreement or foregoing intention, the relevant other Loan DocumentAdministrative Agent, as the case may be. Each of Lenders and the Guarantors hereby agrees irrevocably agree that the obligations of each Guarantor under this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby waives at any and all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no liability at the time of execution of any of the Loan Documents or thereafter ceases to be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its maximum amount as will result in the obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement Guaranty not constituting a fraudulent transfer or applicable law shall be taken into accountconveyance.