Common use of The Guaranty Clause in Contracts

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all 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 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 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 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each In order to induce the Lenders to enter into this Credit Agreement, any Hedging Agreement Provider to enter into any Guaranteed Hedging Agreement and any Cash Management Bank to enter into any Guaranteed 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, under any Guaranteed Hedging Agreement and under any Guaranteed Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: such Guarantor hereby unconditionally and irrevocably jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly , of any and all Credit Party Obligations. If any or all of Credit Party Obligations become due and payable hereunder or under any Guaranteed Hedging Agreement or under any Guaranteed Cash Management Agreement, each Guarantor unconditionally promises to pay such Credit Party Obligations to the Administrative Agent, the Lenders, the Hedging Agreement Providers, the Cash Management Banks 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 accordance with the terms thereof. The Guarantors hereby further agree that if collecting any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 such Credit Party Obligations, the 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. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate to the extent the obligations of a Lender Guarantor shall be adjudicated to be invalid or Treasury Management Agreements with a Lender unenforceable for any reason (including because of any applicable state, federal or Affiliate of a Lender, (iprovincial law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor under this Agreement and the other Loan Documents hereunder shall be limited to an aggregate amount equal to the largest maximum amount that would not render such obligations subject to avoidance is permissible under applicable law (whether federal, state or provincial and including the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorBankruptcy Code).

The Guaranty. Each of the The Subsidiary Guarantors hereby unconditionally jointly and severally guarantees guarantee to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedand the Lenders, as primary obligor and not as suretytheir successors and assigns, the prompt full and punctual payment of all Obligations in full when due or performance (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) of the Obligations, including (i) principal of and interest on the Loans, (ii) all fees and other amounts and Obligations from time to time owing to the Administrative Agent and the Lenders by the Borrower and each other Obligor under this Agreement or under any other Loan Document, in each case strictly in accordance with the terms thereofhereof and thereof and (iii) the punctual and faithful performance, keeping, observance and fulfillment by the Borrower and Subsidiary Guarantors of all the agreements, conditions, covenants and obligations of the Borrower and Subsidiary Guarantors contained in the Loan Documents (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or any of the Obligations are not paid other Obligor shall fail to pay any amount in full when due or perform any such obligation (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Subsidiary Guarantors will, jointly and severally, will promptly pay the samesame or perform such obligation at the place and in the manner specified herein or in the relevant Loan Document, as the case may be, without any demand or notice whatsoever, and that in the case of any extension of time of payment or performance or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full or performed when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each applicable Affiliate of a Lender that is party to a Swap Contract Secured Hedge Agreement or a Treasury Management Agreement (and each Person (and/or each applicable Affiliate thereof) that ceases to be a Lender as a result of an assignment in accordance with the terms of Section 11.06 or Section 11.13 or an amendment of this agreement in accordance with the terms of Section 11.01 that is party to a Loan PartySecured Hedge Agreement), the Collateral Agent and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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, Swap Contracts with a Lender Documents or Affiliate of a Lender Secured Hedge Agreements or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent, each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with the Borrower or any Subsidiary, each Secured Swap Provider that enters into a Loan Party, Swap Contract with the Borrower or any Subsidiary and each other holder of the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 DocumentsDocuments or the other documents relating to the Obligations, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

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 hereby jointly direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and severally guarantees to each Lenderthe entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Affiliate of a Lender party to a Swap Contract or Treasury Management Credit Agreement Party hereby agrees with a Loan Party, the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and the Administrative Agent as hereinafter provided, irrevocably guarantees as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, 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 accordance with the terms thereof. The Guarantors hereby further agree that if collecting any of the Obligations are Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not paid of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case recovery of any extension of time of amount or amounts received in payment or renewal on account 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 or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding Relevant Guaranteed Obligations and any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender aforesaid payees repays all or Affiliate part of a Lender or Treasury Management Agreements with a Lender or Affiliate said amount by reason of a Lender, (i) the obligations any judgment, decree or order 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 any court or administrative body having jurisdiction over such obligations subject to avoidance under the Debtor Relief Laws payee or any comparable provisions of any applicable state law and 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 in such event the Obligation respective Credit Agreement Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Party, notwithstanding any revocation of a Guarantor that are guaranteed under this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall exclude be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any Excluded Swap Obligations with respect to such Guarantorpayee.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Administrative Agent, each Affiliate of a Lender party to a the Lenders, the Qualifying Swap Contract or Providers, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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 herein, in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit 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 and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each of the Guarantors hereby Guarantor, jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. The Guarantors Each Guarantor hereby further agree agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. . (b) Notwithstanding any provision to the contrary contained herein or herein, in any other of the other Loan Documents, Swap Contracts with a Lender Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (i) the obligations of each Guarantor the Guarantors 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 and (ii) no Guarantor shall by virtue of the Obligation joint and several nature of a Guarantor that are guaranteed its obligations under this Guaranty shall exclude and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Hedging Agreement or enters into an Equity Swap Contract or Treasury Management Agreement with a Loan PartyAgreement, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, provided the prompt payment of all the Credit Party Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 Credit Party Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 Credit Party Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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 Credit Documents, Hedging Agreements or Equity Swap Contracts with a Lender or Affiliate Agreements, to the extent the obligations of a Lender Guarantor shall be adjudicated to be invalid or Treasury Management Agreements with a Lender unenforceable for any reason (including, without limitation, because of any applicable state or Affiliate of a Lender, (ifederal law relating to fraudulent conveyances or transfers) then the obligations of each Guarantor under this Agreement and the other Loan Documents hereunder shall be limited to an aggregate amount equal to the largest maximum amount that would not render such obligations subject to avoidance is permissible under applicable law (whether federal or state and including, without limitation, the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorBankruptcy Code).

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 hereby jointly direct benefits to be received by each Credit Party from the proceeds of the Revolving Loans and severally guarantees to each Lenderthe entering into of such Secured Bank Product Obligations, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement Credit Party hereby agrees with a Loan Party, the Guaranteed Creditors as follows: each Credit Party hereby unconditionally and the Administrative Agent as hereinafter provided, irrevocably guarantees as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Party, 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 accordance with the terms thereof. The Guarantors hereby further agree that if collecting any of the Obligations are Relevant Guaranteed Obligations. This Credit Party Guaranty is a guaranty of payment and not paid of collection. This Credit Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case recovery of any extension of time of amount or amounts received in payment or renewal on account 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 or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding Relevant Guaranteed Obligations and any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender aforesaid payees repays all or Affiliate part of a Lender or Treasury Management Agreements with a Lender or Affiliate said amount by reason of a Lender, (i) the obligations any judgment, decree or order 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 any court or administrative body having jurisdiction over such obligations subject to avoidance under the Debtor Relief Laws payee or any comparable provisions of any applicable state law and 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 in such event the Obligation respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Party, notwithstanding any revocation of a Guarantor that are guaranteed under this Credit Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Party shall exclude be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any Excluded Swap Obligations with respect to such Guarantorpayee.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan PartyAgreement, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Collateral Agent, each Affiliate for the benefit of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedSecured Parties, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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 herein, in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit 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 and (iib) the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each In order to induce the Agents and the Lenders (collectively, the “Lender Creditors”) to enter into this Agreement and the Lenders 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 hereby jointly and severally guarantees direct benefits to each Lender, each Affiliate be received by Holdings from the proceeds of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, the Term Loans and the Administrative Agent entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, Holdings hereby agrees with the Guaranteed Creditors as hereinafter provided, follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety, : (i) to the Lender Creditors and any applicable Indemnified Person the full and prompt payment of all Obligations in full when due (whether at the stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly of all Obligations described in accordance with the terms thereof. The Guarantors hereby further agree that if any clause (x) of the Obligations are not paid in definition of “Obligations”; and (ii) to each applicable Guaranteed Creditor, the full and prompt payment when due (whether at the stated maturity, as a mandatory prepayment, by acceleration 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 or otherwise) of all Obligations described in accordance clause (y) of the definition of “Obligations” (collectively, the “Guaranteed Obligations”). If any or all of the Guaranteed 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, on 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 Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of such extension any amount or renewal. Notwithstanding amounts received in payment or on account of any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender Guaranteed Obligations and any of the aforesaid payees repays all or Affiliate part of a Lender or Treasury Management Agreements with a Lender or Affiliate said amount by reason of a Lender, (i) the obligations any judgment, decree or order 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 any court or administrative body having jurisdiction over such obligations subject to avoidance under the Debtor Relief Laws payee or any comparable provisions of any applicable state law and its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability, and Holdings shall be and remain liable to the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any Excluded Swap Obligations with respect to such Guarantorpayee.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Administrative Agent, each Affiliate of a Lender party to a the Lenders, the Qualifying Swap Contract or Banks, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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 herein, in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit 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 and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration 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 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 maturityincluding, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all of the agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by any Borrower or any comparable provisions of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation 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 Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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 Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit 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 and (iib) no Guarantor shall be deemed under this Section 4 to be a guarantor of any Obligations arising under any Swap Contracts if such Guarantor was not an “Eligible Contract Participant” as defined in § 1a(18) of the Obligation Commodity Exchange Act, as further defined and modified by the final rules issued jointly by the Commodity Futures Trading Commission and the SEC as published in 77 FR 30596 (May 23, 2012) (as amended, modified or replaced from time to time, collectively, with the Commodity Exchange Act, the “ECP Rules”), at the time the guaranty of such obligations was entered into, and at such other relevant time or time as provided in the ECP Rules or otherwise, and to the extent that the providing of such guaranty by such Guarantor would violate the ECP Rules or any other Applicable Law or regulation; provided however that in determining whether any Guarantor is an “Eligible Contract Participant” under the ECP Rules, the guaranty of the Obligations of such Guarantor under this Article IV by a Guarantor that are guaranteed qualifies as an “Eligible Contract Participant” under this Guaranty § 1a(18)(A)(v)(I) of the Commodity Exchange Act shall exclude any Excluded Swap Obligations with respect to such Guarantorbe taken into account.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration 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 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 maturityincluding, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this 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 shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any comparable provisions of its Subsidiaries, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation 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 Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and L/C Issuer as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) 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 Laws, any comparable provisions of any applicable state law Law or any applicable corporate or other organizational Laws relating to the ability of an entity to approve and authorize or make Guarantees or Indebtedness (iior the effectiveness of any such approval or authorization or making) the Obligation in excess of a Guarantor an amount that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to would render such Guarantorentity insolvent or such other amount as may be established by such Law.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer and each Affiliate other holder of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereofthereof (for each Guarantor, subject to the following paragraph, its “Guaranteed Obligations”). 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 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 Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe other documents relating to the Obligations, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

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 hereby jointly direct benefits to be received by each Credit Agreement Party from the proceeds of the Loans, the issuance of the Letters of Credit and severally guarantees to each Lenderthe entering into of such Designated Interest Rate Protection Agreements, each Affiliate of a Lender party to a Swap Contract or Treasury Management Credit Agreement Party hereby agrees with a Loan Party, the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and the Administrative Agent as hereinafter provided, irrevocably guarantees as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, 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 accordance with the terms thereof. The Guarantors hereby further agree that if collecting any of the Obligations are Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not paid of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case recovery of any extension of time of amount or amounts received in payment or renewal on account 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 or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding Relevant Guaranteed Obligations and any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender aforesaid payees repays all or Affiliate part of a Lender or Treasury Management Agreements with a Lender or Affiliate said amount by reason of a Lender, (i) the obligations any judgment, decree or order 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 any court or administrative body having jurisdiction over such obligations subject to avoidance under the Debtor Relief Laws payee or any comparable provisions of any applicable state law and 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 in such event the Obligation respective Credit Agreement Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Party, notwithstanding any revocation of a Guarantor that are guaranteed under this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall exclude be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any Excluded Swap Obligations with respect to such Guarantorpayee.

The Guaranty. Each of the Guarantors Guarantors, if any, hereby jointly and severally guarantees to each Lender, the L/C Issuer, each Affiliate of a Lender party to that enters into a Swap Contract or a Treasury Management Agreement with a any Loan PartyParty or any Subsidiary, and 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 the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors Guarantors, if any, 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 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 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor (in its capacity as such), if any, under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. Each of the Guarantors hereby jointly and severally (subject to Section 2.16(b) in the case of Designated Borrowers) guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severallyseverally (subject to Section 2.16(b) in the case of Designated Borrowers), 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 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 Contracts with a Lender Agreements or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) 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 and law, (ii) the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorGuarantor and (iii) the obligations of each Guarantor that is a Designated Borrower shall be subject to Section 2.16(b).

The Guaranty. Each of the Guarantors (other than the Company) hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan Party, Bank and the Administrative Agent as hereinafter providedAgent, as primary obligor and not as surety, the prompt payment and performance of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Each of the Guarantors (other than the Company) hereby further agree agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors (other than the Company) 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 acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. The Company hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent, as primary obligor and not as surety, the prompt payment and performance of the Foreign Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Foreign 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 Company 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 Foreign 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents (other than the Company) shall be limited to an aggregate amount equal to the largest amount that would not render such obligations voidable or subject to avoidance under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable Debtor Relief Laws Law or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to after taking into account, among other things, such Guarantor’s right of contribution and indemnification from each other Guarantor under Section 4.06.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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 Contracts with a Lender Agreements or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Partyrespect to the Loans, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration 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 after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoeverwhatsoever (except for such notices as may be specifically required by the terms of the Loan Documents), 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 after the expiration of all applicable grace or cure periods (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Documents or Swap Contracts entered into in connection with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe Loans, (i) 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each For valuable consideration, the undersigned ("Guarantor") hereby unconditionally guarantees and promises to pay promptly to Bank of America, N.A., its subsidiaries and affiliates (collectively, "Bank"), or order, in lawful money of the Guarantors hereby jointly United States, any and severally guarantees to each Lenderall Indebtedness of GSE Systems, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan PartyInc. and GSE Power Systems, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyInc. (collectively, the prompt payment of all Obligations in full "Borrower") to Bank when due (due, whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof, and at all times thereafter. The Guarantors hereby further agree that if any liability of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and other costs and expenses relating to or arising out of the Indebtedness and for all Swap Obligations now or hereafter owing from Borrower to Bank. The liability of Guarantor 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 Guarantor under this Guaranty is exclusive of Guarantor's liability under any other Loan Documents guaranties signed by Guarantor. If multiple individuals or entities sign this Guaranty, their obligations under this Guaranty shall be limited to an aggregate amount equal to joint and several. If Guarantor is a subsidiary or affiliate of Borrower, Guarantor's liability hereunder shall not 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 Debtor Relief Laws Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan PartyContract, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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 DocumentsDocuments or Swap Contracts, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) 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 Laws, any comparable provisions of any applicable state law Law or any applicable corporate or other organizational Laws relating to the ability of an entity to approve and authorize Guarantees or Indebtedness (iior the effectiveness of any such approval or authorization) the Obligation in excess of a Guarantor an amount that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to would render such Guarantorentity insolvent or such other amount as may be established by such Law.

The Guaranty. Each In order to induce the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Secured 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 Secured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Hedging Agreement Providers as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly , 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, 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 or the Lenders in accordance with the terms thereof. The Guarantors hereby further agree that if collecting any of the Obligations are Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 or otherwise) in accordance with the terms of such extension or renewalcollection. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate to the extent the obligations of a Lender Guarantor shall be adjudicated to be invalid or Treasury Management Agreements with a Lender unenforceable for any reason (including, without limitation, because of any applicable state or Affiliate of a Lender, (ifederal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor under this Agreement and the other Loan Documents hereunder shall be limited to an aggregate amount equal to the largest maximum amount that would not render such obligations subject to avoidance is permissible under applicable law (whether federal or state and including, without limitation, the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorBankruptcy Code).

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent, each Lender, each Affiliate of a Lender party to that enters into Bank Products or a Swap Contract Hedging Transaction with the Borrower or Treasury Management Agreement with a Loan Partyany Subsidiary, and each other holder of the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code of the United States (or any equivalent provision under Debtor Relief Laws)) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code of the United States (or any equivalent provision under Debtor Relief Laws)), 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 acceleration, as a mandatory cash collateralization or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code of the United States (or any equivalent provision under Debtor Relief Laws)) 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 DocumentsDocuments or the other documents relating to the Obligations, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent, each Lender, Lender or each Affiliate of a Lender party to that enters into a Swap Contract and, to the extent provided therein, to each Lender or Affiliate of a Lender that enters into a Treasury Management Agreement with a Loan Partythe Borrower or any Subsidiary, and each other holder of the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 DocumentsDocuments or the other documents relating to the Obligations, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Agent, each Affiliate of a Lender party to a the Lenders, the Qualifying Swap Contract or Banks, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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 herein, in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) 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 and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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 DocumentsCredit Documents or Swap Contracts, Swap Contracts with if any Guarantor is deemed to have been rendered insolvent as a Lender or Affiliate result of a Lender or Treasury Management Agreements with a Lender or Affiliate its guarantee obligations under this Section 11.01 and not to have received reasonable equivalent value in exchange therefor, then, in such an event, the liability of a Lender, (i) the obligations of each such Guarantor under this Agreement and the other Loan Documents Section 11.01 shall be limited to an aggregate the maximum amount equal to of the largest amount Obligations of the Borrower that would not render such Guarantor may guaranty without rendering the obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a such Guarantor that are guaranteed under this Guaranty shall exclude Section 11.01 void or voidable under any Excluded Swap Obligations with respect to such Guarantorfraudulent conveyance or fraudulent transfer law.

The Guaranty. (a) Each of the Subsidiary Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Subsidiary 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 acceleration, as a mandatory cash collateralization or otherwise), the Subsidiary 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 acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) The Company hereby guarantees to each Lender and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Designated Borrower Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Designated Borrower 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 Company 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 Designated Borrower 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. (c) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Partyrespect to the Loans, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration 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 after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoeverwhatsoever (except for such notices as may be specifically required by the terms of the Loan Documents), 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 after the expiration of all applicable grace or cure periods (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Documents or Swap Contracts entered into in connection with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, the Loans: (ia) 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 law; and (iib) the Obligation of a Obligations being guaranteed by each Guarantor that are guaranteed under pursuant to this Guaranty Article XI shall exclude any all Excluded Swap Obligations with respect to of such Guarantor.

The Guaranty. Each of The Company hereby unconditionally guarantees the Guarantors hereby jointly full and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt punctual payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly of each Guaranteed Obligation, as hereinafter defined, and agrees to pay all out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Administrative Agent or any Lender (together, and with their respective successors and assigns, the “Beneficiaries”, and each individually, a “Beneficiary”) in accordance with enforcing any rights under this Guaranty. Upon failure by any Subsidiary Borrower to pay punctually any Guaranteed Obligation, the terms thereofCompany shall forthwith on demand pay the amount not so paid at the place and in the manner specified herein or in the instrument evidencing such Guaranteed Obligation. The Guarantors hereby further agree that if “Guaranteed Obligations” means (i) all principal of and interest on all Advances made pursuant to this Agreement (including, without limitation, any interest (“Post-Petition Interest”) which accrues (or which would accrue but for such case, proceeding or action) after the commencement of any case, proceeding or other action relating to the Obligations are not paid in full when due bankruptcy, insolvency or reorganization of such Borrower (whether at stated maturity, or not such interest is allowed or allowable as a mandatory prepaymentclaim in any such case, by acceleration proceeding or otherwiseother action) on all Advances made pursuant to the Credit Agreement), (ii) all other amounts payable by any Borrower from time to time pursuant to this Agreement and the Guarantors will, jointly and severally, promptly pay the same, without Notes (including any demand or notice whatsoeverPost-Petition Interest with respect to such amounts), and that in the case of (iii) any extension of time of payment renewals, refinancings or renewal extensions of any of the Obligations, the same will be promptly paid in full when due foregoing (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorincluding Post-Petition Interest).

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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 Contracts with a Lender Agreements or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

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 hereby jointly and severally guarantees direct benefits to be received by each LenderBorrower from the proceeds of the Loans, the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement Borrower hereby agrees with a Loan Party, the Lenders and the Administrative Agent Secured Hedge Counterparties as hereinafter providedfollows: each Borrower hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly , of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. For the avoidance of doubt, the “Relevant Guaranteed Obligations” of the U.S. Borrower include, without limitation, all Obligations of the Bermuda Borrower under this Agreement and such Obligations. If any or all of the Relevant Guaranteed Obligations of either Borrower to 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 accordance with the terms thereof. The Guarantors hereby further agree that if collecting any of the Obligations are Relevant Guaranteed Obligations. This Borrower Guaranty is a guaranty of payment and not paid of collection. This Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case recovery of any extension of time of amount or amounts received in payment or renewal on account 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 or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding Relevant Guaranteed Obligations and any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender aforesaid payees repays all or Affiliate part of a Lender or Treasury Management Agreements with a Lender or Affiliate said amount by reason of a Lender, (i) the obligations any judgment, decree or order 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 any court or administrative body having jurisdiction over such obligations subject to avoidance under the Debtor Relief Laws payee or any comparable provisions of any applicable state law and 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 in such event the Obligation respective Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Party, notwithstanding any revocation of a Guarantor that are guaranteed under this Borrower Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Borrower shall exclude be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any Excluded Swap Obligations with respect to such Guarantorpayee.

The Guaranty. Each of Except as expressly set forth herein, the Guarantors Guarantor hereby jointly and severally unconditionally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, Purchaser the full and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, punctual performance by acceleration 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 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 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, Contractor 82 2 (i) of the obligations Work required under the Contract (including Upgrade Work, when and if an upgrade is ordered) and/or the payment of damages which become due, owing or incurred under or in connection with the Contract (including, without limitation, liquidated damages), for Contractor's failure to perform such Work, (or Upgrade Work as the case may be) in each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal case subject to the largest amount that would not render such obligations subject to avoidance under limitations on liability therefor expressly set forth in the Debtor Relief Laws or any comparable provisions of any applicable state law Contract and (ii) of the covenants and other obligations of the Contractor under the Contract (including all warranties) (collectively, the "Guarantied Obligations"). The Guarantor and the Purchaser expressly acknowledge that (i) subject to Section 2.5 below, default by the Contractor or the failure of the Contractor to perform any Guarantied Obligation in the time required in each case under the Contract is a condition of a Guarantor that are guaranteed under the exercise of this Guaranty and (ii) in no event shall exclude the Guarantied Obligations exceed the Contractor's obligations and liabilities under the Contract. If the Purchaser requests the Guarantor to perform any Excluded Swap Guarantied Obligation (other than the payment of money) the Guarantor may undertake to satisfy such obligation by causing another qualified person to perform such Guarantied Obligation or, in its sole discretion, by assigning such obligation to a qualified party; provided, that such assignment shall not relieve the Guarantor of any liability for the performance of such obligation unless and until such obligation has been completely performed. The Guarantied Obligations with respect shall conclusively be deemed to such Guarantorhave been created in reliance upon this Guaranty.

The Guaranty. (a) Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and to each of the holders of Guaranteed Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Each of the Guarantors hereby further agree agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. . (b) Notwithstanding any provision to the contrary contained herein or in any other of the Loan DocumentsCredit Documents or Hedging Agreements, Swap Contracts with a Lender or Affiliate to the extent the obligations of a Lender Guarantor shall be adjudicated to be invalid or Treasury Management Agreements with a Lender unenforceable for any reason (including, without limitation, because of any applicable state, provincial or Affiliate federal law relating to fraudulent conveyances or transfers or the granting of a Lender, (ifinancial assistance) then the obligations of each Guarantor under this Credit Agreement and the other Loan Credit Documents shall be limited to an aggregate the maximum amount equal that is permissible under applicable law (whether federal, state or provincial and including, without limitation, the Bankruptcy Code). In such case or otherwise at the request of the Administrative Agent, each Credit Party shall take such action and shall execute and deliver all such further documents required by the Administrative Agent to cause the obligations of such Guarantor to be enforceable 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 and (ii) the Obligation of a Guarantor that are guaranteed under extent required by this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorCredit Agreement.

The Guaranty. Each of the Guarantors Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedother Guarantors guarantees, as a primary obligor and not merely as a surety, to the Administrative Agent, for the benefit of the Secured Party and their respective successors and assigns, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrower, and all other Obligations (other than with respect to any Guarantor, Excluded Swap Obligations of such Guarantor) from time to time owing to the Secured Parties by any Loan Party under any Loan Document or any Loan Party or any Restricted Subsidiary under any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the terms thereofthereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if any of the Obligations are not paid Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise)) any of the Guaranteed Obligations, the Guarantors will, jointly and severally, will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Administrative Agent, each Affiliate of a Lender party to a the Lenders, the Qualifying Swap Contract or Providers, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that that, if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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 herein, in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lender, other documents relating to the Obligations: (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit 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 and law; and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each of the Guarantors Guarantors, unless released pursuant to Section 6.15(c) and Section 9.11, hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed 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 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 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 Guaranteed Obligations, the 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. . (b) Notwithstanding any provision to the contrary contained herein or herein, in any other of the Loan Documentsother Credit Documents or Swap Contracts, Swap Contracts with if any Guarantor is deemed to have been rendered insolvent as a Lender or Affiliate result of a Lender or Treasury Management Agreements with a Lender or Affiliate its guarantee obligations under this Section 11.01 and not to have received reasonable equivalent value in exchange therefor, then, in such an event, the liability of a Lender, (i) the obligations of each such Guarantor under this Agreement and the other Loan Documents Section 11.01 shall be limited to an aggregate the maximum amount equal to of the largest amount Obligations of the Borrower that would not render such Guarantor may guaranty without rendering the obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a such Guarantor that are guaranteed under this Guaranty shall exclude Section 11.01 void or voidable under any Excluded Swap Obligations with respect to such Guarantorfraudulent conveyance or fraudulent transfer law.

The Guaranty. (a) Each of the Domestic Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and each of the holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Domestic 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 acceleration, as a mandatory cash collateralization or otherwise), the Domestic 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 acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision . (b) Each of the Foreign Guarantors hereby jointly and severally guarantees to the contrary contained herein or in any other Administrative Agent and each of the Loan Documentsholders of the Foreign Obligations as hereinafter provided, Swap Contracts as primary obligor and not as surety, the prompt payment of the Foreign Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Foreign Guarantors hereby further agree that if any of the Foreign Obligations are not paid in full when due (whether at stated maturity, as a Lender mandatory prepayment, by acceleration, as a mandatory cash collateralization or Affiliate of a Lender otherwise), the Foreign Guarantors will, jointly and severally, promptly pay the same, without any demand or Treasury Management Agreements with a Lender or Affiliate of a Lendernotice whatsoever, (i) and that in 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 case of any applicable state law and extension of time of payment or renewal of any of the Foreign Obligations, the same will be promptly paid in full when due (iiwhether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the Obligation terms of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorextension or renewal.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Approved Counterparty under a Secured Swap Contract, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and L/C Issuer as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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 Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) 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 Laws, any comparable provisions of any applicable state law Law or any applicable corporate or other organizational Laws relating to the ability of an entity to approve and authorize or make Guarantees or Indebtedness (iior the effectiveness of any such approval or authorization or making) the Obligation in excess of a Guarantor an amount that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to would render such Guarantorentity insolvent or such other amount as may be established by such Law.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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 Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit 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 and (iib) no Guarantor shall be deemed under this Section 4 to be a guarantor of any Obligations arising under any Swap Contracts if such Guarantor was not an “Eligible Contract Participant” as defined in § 1a(18) of the Obligation Commodity Exchange Act, as further defined and modified by the final rules issued jointly by the Commodity Futures Trading Commission and the SEC as published in 77 FR 30596 (May 23, 2012) (as amended, modified or replaced from time to time, collectively, with the Commodity Exchange Act, the “ECP Rules”), at the time the guaranty of such obligations was entered into, and at such other relevant time or time as provided in the ECP Rules or otherwise, and to the extent that the providing of such guaranty by such Guarantor would violate the ECP Rules or any other Applicableapplicable Law or regulation; provided however that in determining whether any Guarantor is an “Eligible Contract Participant” under the ECP Rules, the guaranty of the Obligations of such Guarantor under this Article IV by a Guarantor that are guaranteed qualifies as an “Eligible Contract Participant” under this Guaranty § 1a(18)(A)(v)(I) of the Commodity Exchange Act shall exclude any Excluded Swap Obligations with respect to such Guarantorbe taken into account.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Hedge Bank, Cash Management Agreement with a Loan Party, Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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 herein, in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Secured Hedge Agreements, Secured Cash Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Guaranteed Obligations, (i) 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 and (ii) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and each of the other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. . (b) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, any Secured Swap Contracts with a Lender or Affiliate of a Lender or Contracts, any Secured Treasury Management Agreements with a Lender Agreements, any Secured Bi-Lateral Letters of Credit or Affiliate of a Lenderthe other documents relating to the Guaranteed Obligations, (i) 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 and (ii) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

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 hereby jointly and severally guarantees direct benefits to each Lender, each Affiliate be received by Holdings from the proceeds of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, the Loans and the Administrative Agent as hereinafter providedissuance of the Letters of Credit, Holdings hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with , of any and all of the terms thereofGuaranteed Obligations. The Guarantors hereby further agree that if If any of the Guaranteed Obligations are not paid becomes due and payable hereunder, Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, on demand, together with any and all expenses which may be actually incurred by the Guaranteed Creditors in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration collecting any of the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case recovery of any extension of time of amount or amounts received in payment or renewal on account 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 or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding Guaranteed Obligations and any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender aforesaid payees repays all or Affiliate part of a Lender or Treasury Management Agreements with a Lender or Affiliate said amount by reason of a Lender, (i) the obligations any judgment, decree or order 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 any court or administrative body having jurisdiction over such obligations subject to avoidance under the Debtor Relief Laws payee or any comparable provisions of any applicable state law and its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Obligation Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of a Guarantor that are guaranteed under this Guaranty or any other instrument evidencing any liability of the Borrower, and Holdings shall exclude be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any Excluded Swap Obligations with respect to such Guarantorpayee.

The Guaranty. Each of the Guarantors Credit Parties hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, provided the prompt payment of all the Credit Party 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 Guarantors Credit Parties hereby further agree that if any of the Credit Party Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors Credit Parties 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 Credit Party Obligations, the 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. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the guaranty obligations of each Guarantor under this Agreement and the other Loan Documents Credit Party hereunder shall be limited to an aggregate amount equal to the largest amount that would not render such its obligations hereunder subject to avoidance under Section 548 of the Debtor Relief Laws U.S. Bankruptcy Code or any comparable provisions of any applicable state law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder, it is the intention of the parties hereto that any rights of subrogation, contribution, indemnification or reimbursement which such Guarantor may have in respect of this Guaranty, any other agreement or applicable law and (ii) shall be taken into account. To the Obligation of extent that any Guarantor shall make a Guarantor that are guaranteed payment under this Guaranty shall exclude (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any Excluded Swap Obligations with respect other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate guaranteed obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following payment in full in cash of the Guarantor Payment and the guaranteed obligations (other than Unliquidated Obligations), the termination or expiry of all Commitments and termination of this Credit Agreement, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the excess of the fair saleable value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors as of such date in a manner to maximize the amount of such contributions. The foregoing is intended only to define the relative rights of the Guarantors, and nothing set forth herein 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 of this Guaranty.

The Guaranty. (i) Each of the Subsidiary Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a the Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Subsidiary 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 acceleration, as a mandatory cash collateralization or otherwise), the Subsidiary 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 acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. . (ii) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documentsherein, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) 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 law. For the purposes hereof, “Debtor Relief Laws” means the Bankruptcy Code of the United States, and (ii) all other liquidation, conservatorship, bankruptcy, assignment for the Obligation benefit of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to such Guarantor.time in effect and affecting the rights of creditors generally

The Guaranty. (a) Each of the Guarantors Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization, or otherwise) strictly in accordance with the terms thereof. The Guarantors Each Guarantor hereby further agree that agrees that, if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 acceleration, as a mandatory Cash Collateralization, or otherwise) in accordance with the terms of such extension or renewal. The Borrower hereby guarantees any Additional Obligations (determined before giving effect to this Section 4.01 and Section 4.08) under the Guaranty. (b) Notwithstanding any provision to the contrary contained herein in this Agreement or in any other Loan Document: (i) the Guaranty of each Guarantor (other than the Parent Guarantor) provided pursuant to this Article IV shall be limited to the payment of the Loan DocumentsObligations as described in clause (a) above if, and to the extent that, such Obligations become due or payable solely at all times during the CSAG Period; and (ii) Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor and the Borrower 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. (a) Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Administrative Agent, each Affiliate of a Lender party to a the Lenders, the Qualifying Swap Contract or Banks, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 (other than contingent and indemnified obligations not then due and owing) when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. . (b) Notwithstanding any provision to the contrary contained herein or herein, in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit 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 and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each of the Domestic Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Secured Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Credit Party Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Domestic Guarantors hereby further agree that if any of the Credit Party Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Domestic 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 Credit Party Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Each of the Foreign Guarantors hereby jointly and severally guarantees to each Secured Party, as primary obligor and not as surety, the prompt payment of the Foreign Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. Each of the Foreign Guarantors hereby further agrees that if any of such 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 Foreign 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 such 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 the foregoing, a Foreign Guarantor shall not be required to guarantee any Foreign Obligation if, in the good faith judgment of the Company, doing so would give rise to an adverse tax consequence under Section 956 of the Code. (c) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor (in its capacity as such) under this Agreement and the other Loan Credit 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. (a) Each of the Domestic Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and each of the holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Domestic 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 acceleration, as a mandatory cash collateralization or otherwise), the Domestic 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 acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Each of the Foreign Guarantors hereby jointly and severally guarantees to the Administrative Agent and each of the holders of the Foreign Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Foreign Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. Each of the Foreign Guarantors hereby further agrees that if any of such 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 Foreign 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 such 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. (c) Notwithstanding any provision to the contrary contained herein or in any other of the Loan DocumentsCredit Documents or Swap Contracts, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor (in its capacity as such) under this Credit Agreement and the other Loan Credit 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyother Guarantors, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration 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 maturitySecured Obligations, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the sameincluding, 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 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderlimitation, (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 Letters of Credit, (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Swap Obligations and Banking Services Obligations, and (iv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, 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 amount 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 this the Credit Agreement and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 2 voidable under any applicable fraudulent 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, and this Section shall be limited deemed to an aggregate amount equal to constitute, a guarantee of the largest amount that would not render such obligations subject to avoidance under of, and a “keepwell, support or other agreement” for the Debtor Relief Laws or any comparable provisions benefit of, each other Loan Party for all purposes of any applicable state law and (iiSection 1a(18)(A)(v)(II) of the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorCommodity Exchange Act.

The Guaranty. Each of the Guarantors (a) The Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and each of the holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations of any other Borrower (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors Guarantor hereby further agree agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. . (b) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Contracts, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Guaranteed Obligations, (i) the obligations of each the Guarantor (in its capacity as such) under this Credit Agreement and the other Loan Credit 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 Law and (ii) the Obligation Guaranteed Obligations of a the Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to of such Guarantor.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration 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 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 maturityincluding, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement and (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 shall be limited (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any comparable provisions of its Subsidiaries, as applicable, to pay punctually any such amount, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer and each Affiliate other holder of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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, Swap Contracts with a Lender Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe other documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws Laws, and (b) no Foreign Subsidiary or any comparable provisions Affected Domestic Subsidiary shall, directly or indirectly, be a Guarantor of or pledgor to secure, the Obligations, nor shall the Equity Interests of any such Subsidiary in excess of 65% (or such greater percentage that, due to a change in an applicable state law Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Subsidiary’s United States parent and (iiB) could not reasonably be expected to cause any material adverse tax consequences) of the Obligation issued and outstanding Equity Interests entitled to vote (within the meaning of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect Treas. Reg. Section 1.956-2(c)(2)) be pledged as collateral to such Guarantorsecure the Obligations.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Partythe Borrower, and the Administrative Agent as hereinafter providedAgent, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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, Documents or Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, Contracts: (ia) 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 law; and (iib) the Obligation obligations and liabilities of a each Special Guarantor that are guaranteed under this Guaranty Agreement and the other Loan Documents shall exclude be limited to each such Special Guarantor's right, title and interest in the Mortgaged Properties, the Approved Leases and all proceeds and products thereof and any Excluded Swap Obligations with respect other property constituting a portion of the corpus under the owner trust created pursuant to such Guarantorthe terms of the Trust Documents.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) 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 Laws, any comparable provisions of any applicable state law Law or any applicable corporate or other organizational Laws relating to the ability of an entity to approve and authorize or make Guarantees or Indebtedness (iior the effectiveness of any such approval or authorization or making) the Obligation in excess of a Guarantor an amount that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to would render such Guarantorentity insolvent or such other amount as may be established by such Law.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration 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 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 maturityincluding, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement, (iv) all other amounts payable by any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement and the other Loan Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all of the agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Obligations”). Upon (x) the failure by any Borrower or any comparable provisions of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation 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 Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, the Administrative Agent, and each other holder of the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereofthereof (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 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 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 Contracts with a Lender Agreements or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) 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 or other applicable Law and (ii) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Hedging Agreement or Treasury Services Agreement and to extend credit hereunder and thereunder and in recognition of the Guarantors direct benefits to be received by the U.S. Credit Parties from the Extensions of Credit hereunder and any Hedging Agreement or Treasury Services Agreement, each of the U.S. Credit Parties hereby agrees with the Administrative Agent, the Lenders and the Bank Product Providers as follows: each U.S. Credit Party hereby unconditionally and irrevocably jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise, of any and all Obligations of any other U.S. Credit Party and any other Person (other than any Excluded Swap Obligations) strictly (such Obligations, the “Guaranteed Obligations”). Each U.S. Credit Party unconditionally promises that, if any or all of the indebtedness or other Guaranteed Obligations of any other U.S. Credit Party or any other Person becomes due and payable hereunder or under any Hedging Agreement or Treasury Services Agreement, such U.S. Credit Party shall pay such indebtedness and such other Guaranteed Obligations to the Administrative Agent, the Lenders, the Bank Product Providers, 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 accordance with the terms thereof. The Guarantors hereby further agree that if collecting any of the Obligations are Guaranteed Obligations. The Guaranty set forth in this Article XI is a guaranty of timely payment and not paid of collection. The word “indebtedness” is used in full when due (whether at stated maturitythis Article XI in its most comprehensive sense and includes any and all advances, as a mandatory prepaymentdebts, by acceleration or otherwise)obligations and liabilities of the Company and any Foreign Borrower and any other Group Member liable for any Guaranteed Obligations, including specifically all Guaranteed Obligations, arising in connection with this Agreement, the Guarantors willother Credit Documents or any Hedging Agreement or Treasury Services 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 any Borrower may be liable individually or jointly and severallywith others, promptly pay the same, without whether or not recovery upon such indebtedness may be or hereafter become barred by any demand or notice whatsoeverstatute of limitations, and that in the case of any extension of time of payment whether or renewal of any of the Obligations, the same will not such indebtedness may 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 renewalhereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate to the extent the obligations of a Lender U.S. Credit Party shall be adjudicated to be invalid or Treasury Management Agreements with a Lender unenforceable for any reason (including, without limitation, because of any applicable state or Affiliate of a Lender, (ifederal law relating to fraudulent conveyances or transfers) then the obligations of each Guarantor under this Agreement and the other Loan Documents such U.S. Credit Party hereunder shall be limited to an aggregate amount equal to the largest maximum amount that would not render such obligations subject to avoidance is permissible under the applicable law (whether federal or state and including, without limitation, any Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaw).

The Guaranty. Each In order to induce the Lenders to enter into this Credit Agreement, any Hedge Bank to enter into any Secured Hedging Agreement, 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 Hedging Agreement and any Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders, the Hedge Banks and the Cash Management Banks as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly , of any and all Secured Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Secured Hedging Agreement or under any Cash Management Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Hedge Banks, 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 accordance with the terms thereof. The Guarantors hereby further agree that if collecting any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 Secured Obligations, the 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. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate to the extent the obligations of a Lender Guarantor shall be adjudicated to be invalid or Treasury Management Agreements with a Lender unenforceable for any reason (including, without limitation, because of any applicable state or Affiliate of a Lender, (ifederal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor under this Agreement and the other Loan Documents hereunder shall be limited to an aggregate amount equal to the largest maximum amount that would not render such obligations subject to avoidance is permissible under Applicable Law (whether federal or state and including, without limitation, the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorBankruptcy Code).

The Guaranty. (a) Each of the Subsidiary Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and 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 the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Subsidiary 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 acceleration, as a mandatory Cash Collateralization or otherwise), the Subsidiary 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 acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) The Parent Borrower hereby guarantees to each Lender, each Administrative Agent and each other holder of the Canadian Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Canadian Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Parent Borrower hereby further agrees that if any of the Canadian 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 Parent Borrower 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 Canadian 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. (c) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Credit 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, the Lender and each Affiliate of a the Lender party to that enters into a Swap Contract or a Treasury Management Agreement with a any Loan PartyParty or any Subsidiary, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereofthereof (for each Guarantor, subject to the following paragraph, its “Guaranteed Obligations”). 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 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 Guaranteed Obligations, the 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. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Secured Swap Contracts with a Lender Agreements or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) 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 and (ii) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration 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 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 maturityincluding, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this Agreement any Designated Financial Contract, and (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Designated Financial Contract and the other Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”); provided that the liability of any Guarantor hereunder shall not exceed the maximum amount of the claim which could then be limited to an aggregate amount equal to recovered from such Guarantor under this Guaranty without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the largest amount that would not render such obligations subject to avoidance Bankruptcy Code or under the Debtor Relief Laws or any comparable provisions of any applicable state law Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. Upon failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount, each of the Guarantors agrees that it shall forthwith on demand pay such amount at the place and (ii) in the Obligation manner specified in the Credit Agreement, any Designated Financial Contract or the relevant Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each On and after the Funding Date, each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Administrative Agent, each Affiliate of a Lender party to a the Lenders, the Qualifying Swap Contract or Providers, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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 herein, in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) 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 and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Secured Party as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Secured Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 Secured Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 Secured Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is in addition to any other guaranties of the Secured Obligations, is continuing and covers all Secured Obligations, including those arising under successive transactions which continue or increase the Secured Obligations from time to time, renew all or part of the Secured Obligations after they have been satisfied, or create new Secured Obligations. A separate action or actions may be brought and prosecuted against any one or more guarantors, whether action is brought against Borrower or other guarantors of the Secured Obligations, and whether Borrower or others are joined in any such action. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Cash Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each of the Guarantors hereby jointly and severally guarantees to Agent for the benefit of the Lenders and each Lenderof the holders of the Obligations, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof; provided, however, that the Guaranteed Obligations shall not include any Excluded Swap Obligations. 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 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 Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. . (b) Notwithstanding any provision to the contrary contained herein or herein, in any other of the Loan DocumentsDocuments or other documents relating to the Obligations, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) 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 United States Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws Laws”) or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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 Contracts with a Lender Agreements or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) 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 and (ii) the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and each of the holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. . (b) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Contracts, Treasury Management Agreements with a Lender or Affiliate of a Lenderthe other documents relating to the Guaranteed Obligations, (i) 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 and (ii) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of The Guarantor guarantees the Guarantors hereby jointly full and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all 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 Guarantors hereby further agree that if any of the Obligations are not paid in full when due (due, whether at stated maturityscheduled maturity or at maturity by virtue of acceleration on account of a Default. The Guarantor further agrees to pay to the Bank an amount equal to all expenses, as a mandatory prepaymentincluding reasonable attorneys' fees, paid or incurred by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that Bank after Default 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 or otherwise) in accordance with the terms of such extension or renewalendeavoring to enforce this Guaranty. Notwithstanding any other provision to of this Guaranty, the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents Guarantor's liability hereunder shall be limited to an aggregate the lesser of the following amounts minus, in either case, One Dollar ($1.00): a. the lowest amount equal which would render this Guaranty a fraudulent transfer under Section 548 of the Bankruptcy Code of 1978, as amended, or b. if this Guaranty is subject to the largest Uniform Fraudulent Transfer Act (the "UFTA") or the Uniform Fraudulent Conveyance Act (the "UFCA") or any similar or analogous statute or rule of law, then the lowest amount that which would not render this Guaranty a fraudulent conveyance under the UFTA, the UFCA, or any such obligations similar or analogous statute or rule of law. The amount of the limitation imposed upon the Guarantor's liability under the terms of the preceding sentence shall be subject to avoidance redetermination as of each date a "transfer" is deemed to have been made on account of this Guaranty under applicable law. The Guarantor acknowledges that information concerning the Guarantor's financial condition is under the Debtor Relief Laws or any comparable provisions control of any applicable state law the Guarantor and (ii) is more readily available to the Obligation Guarantor than to the Bank, and for that reason the Guarantor agrees that should the Guarantor claim that the amount of a Guarantor that are guaranteed its liability under this Guaranty is less than the full amount of the Obligations because of the provisions of this paragraph, then the burden of proving the facts which would result in such limitation shall exclude any Excluded Swap Obligations with respect to such be upon the Guarantor.

The Guaranty. (a) Each of the Subsidiary Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan Party, Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Subsidiary 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 acceleration, as a mandatory Cash Collateralization or otherwise), the Subsidiary 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 acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) The Company hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Designated Borrower Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Designated Borrower 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 Company 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 Designated Borrower 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. (c) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or a Treasury Management Agreement with a Loan PartyAgreement, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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, Documents or Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors (a) The Subsidiary Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan Party, Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors Subsidiary Guarantor 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 acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, Subsidiary 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, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) The Company hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Designated Borrower Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Designated Borrower 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 Company 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 Designated Borrower 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. (c) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Partyrespect to the Loans, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration 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 after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoeverwhatsoever (except for such notices as may be specifically required by the terms of the Loan Documents), 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 after the expiration of all applicable grace or cure periods (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Documents or Swap Contracts entered into in connection with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, the Loans: (ia) 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 law; and (iib) the Obligation of a Obligations being guaranteed by each Guarantor that are guaranteed under pursuant to this Guaranty Article XI shall exclude any all Excluded Swap Obligations with respect to of such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. . Exhibit 10.1 Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Secured Creditor as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization, upon demand or otherwise, and at all times thereafter) of any and all Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Secured Creditors, and whether arising hereunder or under any other Loan Document, any Secured Cash Management Agreement or Secured Hedge Agreement, 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 acceleration, as a mandatory cash collateralization, upon demand 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 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, Swap Contracts with a Lender Secured Hedge Agreements or Affiliate of a Lender or Treasury Secured Cash Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of The Borrower hereby unconditionally and irrevocably guarantees the Guarantors hereby jointly due and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt punctual payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any and performance of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 Borrowing Subsidiary Obligations, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderbut not limited to, (i) the obligations due and punctual payment of each Guarantor under this Agreement principal of and interest on 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 and Borrowing Subsidiary Notes, (ii) all reimbursement obligations, fees, costs or other expenses arising pursuant to any Letter of Credit issued at the Obligation request of any Borrowing Subsidiary, (iii) interest accruing upon the filing of a Guarantor bankruptcy petition by or against any Borrowing Subsidiary, at the applicable rate or rates specified herein, whether or not such interest is allowed as a claim in bankruptcy and (iv) punctual payment of all other sums now or hereafter owed by the Borrowing Subsidiaries under the Loan Documents as and when the same shall become due and according to the terms hereof and thereof. In case of failure by any Borrowing Subsidiary punctually to pay or perform any of its Borrowing Subsidiary Obligations, the Borrower shall forthwith on demand pay or perform such Borrowing Subsidiary Obligations in the currency, at the place, in the manner and with the effect otherwise specified pursuant to the terms of this Agreement. The Borrower hereby agrees that are guaranteed under its guaranty of the Borrowing Subsidiary Obligations pursuant to this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorArticle XIV is a guaranty of payment and not a guaranty of collection.

The Guaranty. (a) Each of the Guarantors and PAH hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Agent, for the ratable benefit of the Secured Parties, as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (or, in the case of PAH, the Term Loan Borrower’s Obligations) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors and PAH hereby further agree that if any of the Obligations (or, in the case of PAH, the Term Loan Borrower’s Obligations) are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors or PAH, as applicable, 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 (or, in the case of PAH, the Term Loan Borrower’s Obligations), the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. . (b) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor and PAH under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render as will result in such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect hereto and thereto not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such Guarantorguarantee set forth in Section 4 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor or PAH, as applicable.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer and each Affiliate other holder of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 CHAR1\1812724v7 (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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, Swap Contracts with a Lender Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe other documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws Laws, and if the Obligations would otherwise be held or any comparable provisions determined to be avoidable on account of any applicable state law the amount of such Guarantor’s liability under this Article XI, then the amount of such liability shall be automatically limited and reduced to the highest amount that is valid and enforceable and (iib) no Foreign Borrower shall guarantee the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorthe Domestic Credit Parties.

The Guaranty. Each of Guarantor unconditionally guarantees, jointly with the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Partyother Guarantors, and the Administrative Agent as hereinafter providedseverally, as a primary obligor and not merely as a surety, : (x) the prompt due and punctual payment of all Senior Credit 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 Guarantors hereby further agree that if any of the Obligations are not paid Borrowers, whether now or hereafter due, owing or incurred in full when due any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (whether at stated maturityand including all liabilities in connection with any notes, as a mandatory prepayment, bills or other instruments accepted by acceleration or otherwiseany Credit Party in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof and (y) the Guarantors willdue and punctual performance of all covenants, jointly agreements, obligations 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 liabilities of the Borrowers and the Other Loan Parties under or pursuant to the Loan Documents and the other Finance Documents (all such monetary and other obligations being herein collectively referred to as the “Guaranteed Obligations, the same will be promptly paid ”). Anything contained 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. Notwithstanding any provision this Agreement to the contrary contained herein or in any other of the Loan Documentsnotwithstanding, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents hereunder shall be limited to an a maximum aggregate amount equal to the largest greatest amount that would not render such Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Debtor Relief Laws United States Code or any comparable provisions of any applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Table of Contents Laws (specifically excluding, however, any liabilities of such Guarantor (i) in respect of intercompany indebtedness to the Borrowers or any of their 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 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 Obligation 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 a such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Guarantor to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of the Borrowers of obligations arising under guaranties by such parties (including the agreements in Article II). If any Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that are guaranteed under this Guaranty is less than the total amount of the Guaranteed Obligations, then it is understood and agreed that the portion of the Guaranteed Obligations for which such Guarantor is liable hereunder shall exclude any Excluded Swap be the last portion of the Guaranteed Obligations with respect to such Guarantorbe repaid.

The Guaranty. Each of Guarantor unconditionally guarantees, jointly with the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Partyother Guarantors, and the Administrative Agent as hereinafter providedseverally, as a primary obligor and not merely as a surety, : (x) the prompt due and punctual payment of all Senior Credit 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 Guarantors hereby further agree that if any of the Obligations are not paid Borrower, whether now or hereafter due, owing or incurred in full when due any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (whether at stated maturityand including all liabilities in connection with any notes, as a mandatory prepayment, bills or other instruments accepted by acceleration or otherwiseany Credit Party in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof and (y) the Guarantors willdue and punctual performance of all covenants, jointly agreements, obligations 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 liabilities of the Borrower and the Other Loan Parties under or pursuant to the Loan Documents and the other Finance Documents (all such monetary and other obligations being herein collectively referred to as the “Guaranteed Obligations, the same will be promptly paid ”). Anything contained 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. Notwithstanding any provision this Agreement to the contrary contained herein or in any other of the Loan Documentsnotwithstanding, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents hereunder shall be limited to an a maximum aggregate amount equal to the largest greatest amount that would not render such Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Debtor Relief Laws United States Code or any comparable provisions of any applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such 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 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 Obligation 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 a such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Guarantor to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of the Borrower of obligations arising under guaranties by such parties (including the agreements in Article II). If any Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that are guaranteed under this Guaranty is less than the total amount of the Guaranteed Obligations, then it is understood and agreed that the portion of the Guaranteed Obligations for which such Guarantor is liable hereunder shall exclude any Excluded Swap be the last portion of the Guaranteed Obligations with respect to such Guarantorbe repaid.

The Guaranty. (a) Each of the Guarantors Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and each other holder of Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, or otherwise) strictly in accordance with the terms thereof. The Guarantors Each Guarantor hereby further agree that agrees that, if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that 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 acceleration, or otherwise) in accordance with the terms of such extension or renewal. . (b) Notwithstanding any provision to the contrary contained herein in this Agreement or in any other Loan Document: (i) the Guaranty of each Guarantor (other than the Parent Guarantor) provided pursuant to this Article IV shall be limited to the payment of the Loan DocumentsObligations as described in clause (a) above if, Swap Contracts with a Lender and to the extent that, such Obligations become due or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, payable solely at all times during the SAG Period; and (iii) the obligations of each Guarantor and the Borrower 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. Each of the Guarantors Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment and performance of all the 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 Guarantors Each Guarantor hereby further agree 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), the Guarantors will, jointly and severally, 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, the 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 renewalrenewal (collectively, the "Guaranteed Obligations"). Notwithstanding ​ ​ ​ Subject to Section 13.6 and the last sentence of this Section 13.1 below, the Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any provision to the contrary contained herein other right which Agent or any Lender may have at law or in equity against any Guarantor by virtue hereof, that 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 or any other applicable Law), the Guarantors will, upon demand pay, or cause to be paid, in cash, to Agent for the ratable benefit of the Loan DocumentsLenders, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest sum of the unpaid principal amount that would not render of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such obligations Guaranteed Obligations (including interest which, but for any Borrower becoming the subject to avoidance of a case under the Debtor Relief Laws Bankruptcy Code or any comparable provisions of any other applicable state law Law, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against such Borrower for such interest in the related bankruptcy case) and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap all other Guaranteed Obligations with respect then owed to such GuarantorAgent and Lenders as aforesaid.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender (including the Swing Loan Lender and the Issuing Lender), each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan PartyHedge Provider, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations and the Hedge Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 and/or the Hedge Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 and/or the Hedge Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderany Derivatives Contracts, (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents and Derivatives Contracts 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 and (iib) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorXxxxxxxxx.

The Guaranty. Each of the Guarantors Guarantor hereby jointly and severally guarantees to each Lender, Lender and to each Affiliate affiliate of a Lender party that enters into any Lender Hedging Agreement with or provides Cash Management Products to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, Borrower the prompt payment of all Obligations of the Borrower, whenever arising (hereinafter, collectively, the "Guaranteed Obligations"), in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors Each Guarantor hereby further agree agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This guaranty is a guaranty of payment and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Loan DocumentsCredit Documents or any Lender Hedging Agreements or agreement pertaining to Cash Management Products, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) to the extent the obligations of each any Guarantor under this Agreement and shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the other Loan Documents obligations of such Guarantor hereunder shall be limited to an aggregate amount equal to the largest maximum amount that would not render such obligations subject to avoidance is permissible under the Debtor Relief Laws applicable law (whether federal or state and including, without limitation, any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to bankruptcy, insolvency or similar law), after taking into account, among other things, such Guarantor's right of contribution and indemnification from each other Credit Party under applicable law or the Contribution Agreement.

The Guaranty. (a) Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract Provider or Treasury Management Agreement with a Loan PartyBank, the L/C Issuer, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. . (b) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Credit Facility Swap Contracts with a Lender or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) 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 and law. (iic) Notwithstanding anything to the Obligation of a contrary in any Loan Document, no Guarantor that are guaranteed shall be deemed under this Guaranty shall exclude Article IV to be a guarantor of any Excluded Swap Obligations if such Guarantor was not an “Eligible Contract Participant” as defined in § 1a(18) of the Commodity Exchange Act (“CEA”), as further defined and modified by the final rules issued jointly by the Commodity Futures Trading Commission and the Securities and Exchange Commission as published in 77 FR 30596 (May 23, 2012) (as amended, modified or replaced from time to time, collectively, the “ECP Rules”), at the time the guarantee under this Article IV becomes effective with respect to such Swap Obligation and to the extent that the providing of such guarantee by such Guarantor would violate the ECP Rules or any other applicable law or regulation; provided however that in determining whether any Guarantor is an “Eligible Contract Participant” under the ECP Rules, the guarantee of the Obligations of such Guarantor under this Article IV by a Guarantor that qualifies as an “Eligible Contract Participant” under § 1a(18)(A)(v)(I) of the CEA (a “Qualified ECP Guarantor”) shall be taken into account. (d) Without limiting anything in this Article IV, each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Article IV in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.01(d) for the maximum amount of such liability that can be hereby incurred without rendering its undertaking under this Section 4.01(d), or otherwise under this Article IV, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The undertaking of each Qualified ECP Guarantor under this Section 4.01(d) shall remain in full force and effect until termination of the Aggregate Revolving Commitments and payment in full of all Loans and other Obligations (other than unasserted indemnification and expense reimbursement obligations and obligations and liabilities under Credit Facility Swap Contracts and Secured Treasury Management Agreements that are not yet due and payable). Each Qualified ECP Guarantor intends that this Section 4.01(d) constitute, and this Section 4.01(d) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of § 1a(18)(A)(v)(II) of the CEA.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) 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 law. . The obligations of the Guarantors under Section 11.01 are joint and (ii) several, absolute and unconditional, irrespective of the Obligation value, genuineness, validity, regularity or enforceability of any of the Loan Documents, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 11.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that are guaranteed such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers or any other Guarantor for amounts paid under this Guaranty Article XI until such time as the Obligations have been Fully Satisfied. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall exclude not alter or impair the liability of any Excluded Swap Obligations with respect to such Guarantor.Guarantor hereunder which shall remain absolute and unconditional as described above:

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 SNIG from the proceeds of the Loans, SNIG hereby jointly agrees with the Banks as follows: SNIG hereby unconditionally and severally irrevocably guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly , of any and all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, SNIG unconditionally promises to pay such indebtedness to the Administrative Agent and/or the Banks, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent or the Banks in accordance with the terms thereof. The Guarantors hereby further agree that if collecting any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case recovery of any extension of time of amount or amounts received in payment or renewal on account 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 or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding Guaranteed Obligations and any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender aforesaid payees repays all or Affiliate part of a Lender or Treasury Management Agreements with a Lender or Affiliate said amount by reason of a Lender, (i) the obligations any judgment, decree or order 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 any court or administrative body having jurisdiction over such obligations subject to avoidance under the Debtor Relief Laws payee or any comparable provisions of any applicable state law and its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Obligation Borrower), then and in such event SNIG agrees that any such judgment, decree, order, settlement or compromise shall be binding upon SNIG, notwithstanding any revocation of a Guarantor that are guaranteed under this Guaranty or other instrument evidencing any liability of the Borrower, and SNIG shall exclude be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any Excluded Swap Obligations with respect to such Guarantorpayee.

The Guaranty. Each Subject to Section 9 hereof, each of the Subsidiary Guarantors hereby jointly absolutely and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedunconditionally guarantees, as primary obligor and not as surety, the prompt full and punctual payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or early termination or otherwise, and at all times thereafter) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any and performance of the Obligations are and the Rate Management Obligations, including without limitation any such Obligations or Rate Management Obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not allowed or allowable in such proceeding (collectively, subject to the provisions of Section 9 hereof, being referred to collectively as the "GUARANTEED Obligations"). Upon failure by the Principal to pay punctually any such amount (including without limitation any Reimbursement Obligation), each of the Subsidiary Guarantors agrees that it shall forthwith on demand pay to the Agent for the benefit of the Lenders and, if applicable, their Affiliates, the amount not so paid at the place and in full when due (whether at stated maturitythe manner specified in the Credit Agreement, any Note, any Rate Management Transaction or the relevant Loan Document, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case may be. Each Subsidiary Guaranty is and shall be severally liable for payment and performance in fill of any extension of time all Guaranteed Obligations. This Guaranty is a guaranty of payment or renewal and not of any collection. Each of the Subsidiary Guarantors waives any right to require the Agent and/or the Lenders to xxx the Principal, any other Subsidiary Guarantor, any other guarantor, or any other person obligated for all or any part of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension otherwise to enforce its payment against any collateral securing all or renewal. Notwithstanding any provision to the contrary contained herein or in any other part of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) 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 and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorGuaranteed Obligations.

The Guaranty. Each This Guaranty, dated as of July 6, 2004, is given by the Guarantors hereby undersigned, jointly and severally guarantees (each a "Guarantor" and collectively, the "Guarantors"), in favor of Union Bank of California, N.A., as Administrative Agent ("Agent") and to each Lenderof the Lenders as defined in the Revolving/Term Loan Credit Agreement dated July 6, 2004, by and among Xxxxxxxx, Inc., a Delaware corporation ("Borrower"), each Affiliate of a Lender lender from time to time party to a Swap Contract or Treasury Management Agreement with a Loan Partythereto, and Union Bank of California, N.A. as Administrative Agent, and L/C Issuer (all as defined therein) (the Administrative "Credit Agreement") (the Agent and each of the Lenders hereinafter collectively referred to as hereinafter provided"Lenders"). For valuable consideration, as primary obligor each Guarantor hereby unconditionally guarantees and not as suretypromises to pay promptly to Lenders, or order, in lawful money of the prompt payment United States, any and all Indebtedness of all Obligations in full Borrower to Lenders when due (due, whether at stated maturity, as a mandatory prepayment, by upon acceleration 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 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 Obligationsat all times thereafter, the same will be promptly paid in full when due (whether at extended maturity, subject to such limitations on each Guarantor's liability as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewalare set forth below. Notwithstanding any provision to the contrary contained herein or in This Guaranty is cumulative and does not supersede any other of outstanding guaranties, and the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations liability of each Guarantor under this Agreement Guaranty is exclusive of each Guarantor's liability under any other guaranties signed by each Guarantor. The obligations of all Guarantors under this Guaranty shall be joint and the other Loan Documents several. The liability of each Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance Indebtedness under the Debtor Relief Laws Loan Documents (as defined herein) and shall not exceed at any one time the sum of (a) the principal amount of the Indebtedness under such Loan Documents plus (b) all interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and other costs and expenses relating to or arising out of the Indebtedness under such Loan Documents and under any Swap Contract (as defined in the Credit Agreement) now or hereafter entered into between Borrower and any Lender or any comparable provisions Affiliate of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLender.

The Guaranty. Each of the Guarantors Guarantor hereby jointly and severally guarantees to each Lender, Lender and to each Affiliate affiliate of a Lender party that enters into an Lender Hedging Agreement with or provides Cash Management Products to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, Borrower the prompt payment of all Obligations of the Borrower, whenever arising (hereinafter, collectively, the “Guaranteed Obligations”), in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors Each Guarantor hereby further agree agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This guaranty is a guaranty of payment and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Loan DocumentsCredit Documents or any Lender Hedging Agreements or agreement pertaining to Cash Management Products, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) to the extent the obligations of each any Guarantor under this Agreement and shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the other Loan Documents obligations of such Guarantor hereunder shall be limited to an aggregate amount equal to the largest maximum amount that would not render such obligations subject to avoidance is permissible under the Debtor Relief Laws applicable law (whether federal or state and including, without limitation, any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to bankruptcy, insolvency or similar law), after taking into account, among other things, such Guarantor’s right of contribution and indemnification from each other Credit Party under applicable law or the Contribution Agreement.

The Guaranty. (a) Each of the Guarantors Guarantors, unless released pursuant to Section 6.13(c) and Section 9.11, hereby jointly and severally with the other Guarantors, guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof; provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. The Guarantors Each Guarantor hereby further agree agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or 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 Guaranteed Obligations, the 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. . (b) Notwithstanding any provision to the contrary contained herein or herein, in any other of the other Loan Documents, Swap Contracts with a Lender Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (i) the obligations of each Guarantor the Guarantors 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 and (ii) no Guarantor shall by virtue of the Obligation joint and several nature of a Guarantor that are guaranteed its obligations under this Guaranty shall exclude and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration 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 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 maturityincluding, as a mandatory prepayment, by acceleration 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any Affiliate of any Lender under this 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 shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any comparable provisions of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation 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 Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer, each Affiliate other holder of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan PartyObligations, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe other documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation obligations of a Guarantor that are guaranteed INTL FCStone Securities under this Agreement and the other Loan Documents shall not exceed the Maximum INTL FCStone Securities Guaranty shall exclude any Excluded Swap Obligations with respect to Amount in effect at such Guarantortime.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 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 Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit 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 and (iib) no Guarantor shall be deemed under this Section 4 to be a guarantor of any Obligations arising under any Swap Contracts if such Guarantor was not an “Eligible Contract Participant” as defined in § 1a(18) of the Obligation Commodity Exchange Act, as further defined and modified by the final rules issued jointly by the Commodity Futures Trading Commission and the SEC as published in 77 FR 30596 (May 23, 2012) (as amended, modified or replaced from time to time, collectively, with the Commodity Exchange Act, the “ECP Rules”), at the time the guaranty of such obligations was entered into, and at such other relevant time or time as provided in the ECP Rules or otherwise, and to the extent that the providing of such guaranty by such Guarantor would violate the ECP Rules or any other Applicable Law or regulation; provided however that in determining whether any Guarantor is an “Eligible Contract Participant” under the ECP Rules, the guaranty of the Obligations of such Guarantor under this Article IV by a Guarantor that are guaranteed qualifies as an “Eligible Contract Participant” under this Guaranty § 1a(18)(A)(v)(I) of the Commodity Exchange Act shall exclude any Excluded Swap Obligations with respect to such Guarantor.be taken into account. Obligations

The Guaranty. (a) Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan PartyContract, the Administrative Agent and the Administrative Collateral Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration 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 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 acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. . (b) Notwithstanding any provision to the contrary contained herein or in any other of the Loan DocumentsCredit Documents or Swap Contracts, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Credit 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 law. (c) With respect to the liability of any entity incorporated under the laws of Germany (a "German Guarantor") in respect of the guaranty set forth in this Article IV (each a "German Guaranty"), to the extent it secures the Indebtedness of FMCAG or any of its Subsidiaries (other than such German Guarantor and its Subsidiaries), the following shall apply: (i) Nothing herein shall lead to an obligation of such German Guarantor to make a payment and the Collateral Agent agrees not to enforce such German Guaranty to the extent that a subsequent application of the proceeds (the "Proceeds") would have the effect of (i) reducing such German Guarantor's net assets (Nettovermogen) (the "Net Assets") to an amount less than its stated share capital (Stammkapital) or (ii) (if the Obligation Net Assets are already an amount less than the stated share capital) causing such amount to be further reduced, and thereby affects the assets required for the obligatory preservation of its stated share capital according to Sections 30, 31 of the German GmbH-Act (GmbH-Gesetz). (ii) The value of the Net Assets shall be determined by means of a balance sheet prepared in accordance with the principles for ordinary bookkeeping and the preparation of balance sheets as they were consistently applied by such German Guarantor in preparing its unconsolidated balance sheets (Jahresabschluss gem. Section 42 GmbH-Act, Sections 242, 264 HGB) in the previous years, save that: (A) in the event that any party that is liable for a reimbursement to such German Guarantor (1) is unable to satisfy any recourse claim that such German Guarantor may have against such party due to the enforcement of claims under any of the Credit Documents or such German Guaranty and (2) this may trigger the insolvency of such German Guarantor, then for the determination of Net Assets the lower of the book value (Buchwert) and realization value (Liquidationswert) shall be relevant; and (B) any amounts due and payable under such German Guaranty, which correspond to funds that have been borrowed under the Credit Agreement and have been on-lent to such German Guarantor or any of its subsidiaries, shall be disregarded to the extent that any such amount is still outstanding. (1) the balance sheet has not become available within the given period of time or does not comply as to form and content to generally accepted accounting principles applying in Germany for companies of the size of such German Guarantor, or (2) in case of cessation of payments by such German Guarantor or (3) the filing of an application for insolvency proceeding by such German Guarantor (in case of (2) and (3) irrespective of whether or not thirty days have lapsed), the Collateral Agent (I) shall be entitled to enforce such German Guaranty in the full amount and (II) agrees to repay the Proceeds to such German Guarantor to the extent that such German Guarantor is able to demonstrate that the enforcement of the such German Guaranty violated the rules on preservation of the stated share capital under Sections 30, 31 GmbH-Act as set out in paragraph (i) above. (iii) If the enforcement of such German Guaranty would be limited due to one of the effects referred to in paragraph (a) above, then such German Guarantor shall upon request of the Administrative Agent realize any and all of its assets that are guaranteed under this Guaranty shown in its balance sheet with a book value (Buchwert) that is in the opinion of the Administrative Agent significantly lower than the market value of the asset(s) if such asset(s) is/are not necessary for such German Guarantor's business (nicht betriebsnotwendig). (iv) The limitation set out in (i) through (iii) above shall exclude any Excluded Swap Obligations not apply while a loss and profit pooling agreement (Gewinnabfuhrungsvertrag) exists between such German Guarantor and FMCAG (such as, with respect to FMCD, the loss and profit pooling agreement dated 23 August 1996), and the compensation claim of such GuarantorGerman Guarantor against FMCAG arising under any such loss and profit pooling agreement compensates for any loss incurred due to any payment of such German Guarantor under such German Guaranty.