Common use of The Guaranty Clause in Contracts

The Guaranty. (a) Each Guarantor, jointly and severally with the other Guarantors, hereby guarantees to 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 the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors 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, 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, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of 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 joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantorof the Guarantors hereby unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon 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. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityObligations, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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 Guaranteed 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. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of 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 any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by any Borrower or any of its Subsidiaries under the Guarantors under this 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) no Guarantor shall by virtue cure period, each of the joint Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and several nature 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 its obligations under the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorunconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank, 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 the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, 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, herein or in any other of the other Loan Documents Credit Documents, Swap Contracts or other documents relating to the ObligationsTreasury Management Agreements, (ia) the obligations of the Guarantors 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 by virtue 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 joint Commodity Exchange Act, as further defined and several nature 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 its 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 Guaranty and Article IV by a Guarantor that qualifies as an “Eligible Contract Participant” under § 1a(18)(A)(v)(I) of the other Loan Documents Commodity Exchange Act shall be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantortaken into account.

The Guaranty. (a) Each Guarantorof the Guarantors hereby unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligationsseverally, as hereinafter provided, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise, of the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) strictly in accordance with the terms thereof); provided that Notes issued from time to time, including Additional Notes issued after the Guaranteed Obligations date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of a Guarantor shall exclude the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any Excluded Swap Obligations proceeding against or with respect to such Guarantor. Each Guarantor hereby further agrees that the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations are not paid in full when due being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (whether at stated maturityx) the failure by the Borrower to pay punctually any such amount or perform such obligation, as a mandatory prepaymentand (y) such failure continuing beyond any applicable grace or notice and cure period, by acceleration, as a mandatory Cash Collateralization or otherwise), each of the Guarantors will promptly agrees that it shall forthwith on demand pay such amount or perform such obligation at the sameplace and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, without any demand or notice whatsoeverirrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and that is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of any extension of time of the payment or renewal of any of the Guaranteed Obligations, ) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be 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. (b) Notwithstanding any provision amounts to the contrary contained hereinHolders, in any lawful money of the other Loan Documents United States of America, at the place specified in the Note Purchase Agreement, or other documents relating perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the Obligations, (iextent required under such Notes) the obligations of the Guarantors under this Agreement on any amount due 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 joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorowing.

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

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with (subject to Section 2.16(b) in the other Guarantors, hereby case of Designated Borrowers) guarantees to each Lender, each Swap Bank, each Treasury Management Bank, 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 the all Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will will, jointly and severally (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 Guaranteed 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. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Secured Swap Agreements or other documents relating to the ObligationsSecured Treasury Management Agreements, (i) the obligations of the Guarantors 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) no the Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations that are guaranteed under this Guaranty and the other Loan Documents be liable for shall exclude any Guaranteed Obligations that constitute 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. (a) Each GuarantorSubject to the last sentence of Section 1(c), jointly the Guarantor hereby irrevocably, absolutely and severally unconditionally guarantees to Rice OH the full and timely performance and discharge (including the payment of money) by Drilling D of all obligations and liabilities of Drilling D now existing or hereafter arising under the Rice OH Agreement (the “Drilling D Guaranteed Obligations”) and hereby agrees that if Drilling D shall fail to (i) pay any amount when and as the same shall be due and payable by Drilling D to or for the benefit of Rice OH or any subsidiary thereof or (ii) timely perform and discharge in full any other obligation or liability in accordance with the other Guarantorsterms of the Rice OH Agreement, the Guarantor shall forthwith pay to or for the benefit of Rice OH or any subsidiary thereof, as applicable, such amount or perform and discharge, or cause to be performed and discharged, any such obligation or liability, as the case may be, as such payment or performance and discharge is required to be made or done by Drilling D pursuant to the terms thereof. (b) Subject to the last sentence of Section 1(c), the Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Rice PA the Administrative Agent full and each timely performance and discharge (including the payment of money) by Drilling B of all obligations and liabilities of Drilling B now existing or hereafter arising under the holders of Rice PA Agreement (the “Drilling B Guaranteed Obligations” and, together with the Drilling D Guaranteed Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor and hereby further agrees that if Drilling B shall fail to (i) pay any amount when and as the same shall be due and payable by Drilling B to or for the benefit of the Guaranteed Obligations are not paid Rice PA or any subsidiary thereof or (ii) timely perform and discharge in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization any other obligation or otherwise), the Guarantors 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, as a mandatory Cash Collateralization or otherwise) liability in accordance with the terms of the Rice PA Agreement, the Guarantor shall forthwith pay to or for the benefit of Rice PA or any subsidiary thereof, as applicable, such extension amount or renewalperform and discharge, or cause to be performed and discharged, any such obligation or liability, as the case may be, as such payment or performance and discharge is required to be made or done by Drilling B pursuant to the terms thereof. (bc) Except to the extent otherwise expressly provided herein, each of the guarantees set forth in Sections (1)(a) and (1)(b) is an absolute, present and continuing guarantee of payment and of performance of obligations and not of collectibility and is in no way conditional or contingent upon any attempt to collect from Drilling B or Drilling D, as applicable, or upon any other action, occurrence or circumstance whatsoever. It shall not be necessary for any Beneficiary in order to enforce such payment or performance by the Guarantor, first to institute suit or exhaust its remedies against Drilling B or Drilling D, as applicable, the Guarantor or any other person or entity liable with respect to any Guaranteed Obligations. (d) Notwithstanding any provision of this Agreement to the contrary contained hereincontrary, in as to any of Guaranteed Obligation which the Guarantor is called upon to pay, perform, or discharge, Guarantor reserves to itself the right to assert any and all claims, counterclaims, defenses, setoffs and other Loan Documents rights to the same extent that Drilling D or Drilling B, as applicable, could assert any such claim, counterclaim, defense, setoff or other documents relating to right against the Obligations, (i) the obligations of 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 joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations Beneficiary with respect to such GuarantorGuaranteed Obligation, except for those arising out of any of the events described in Section 2(d) hereof.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank, 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 the all Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, 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, herein or in any other of the other Loan Documents Documents, Secured Swap Agreements or other documents relating to the ObligationsSecured Treasury Management Agreements, (i) the obligations of the Guarantors 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) no the Obligation of a Guarantor shall by virtue of the joint and several nature of its obligations that are guaranteed under this Guaranty and the other Loan Documents be liable for shall exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract with respect to the Loans, 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 the Obligations (the “Guaranteed 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, as a mandatory Cash Collateralization 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. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed 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, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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 Guaranteed 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating to Swap Contracts entered into in connection with the ObligationsLoans, (i) the obligations of the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors (aother than the Company) Each Guarantor, hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent and each of the holders of the Obligations, as hereinafter providedAgent, as primary obligor and not as surety, the prompt payment and performance of the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor of the Guarantors (other than the Company) hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will (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 Guaranteed 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. . 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 (bwhether 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, herein or in any other of the other Loan Documents Documents, Swap Contracts or other documents relating to the ObligationsTreasury Management Agreements, (i) the obligations of the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the after taking into account, among other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to things, such Guarantor’s right of contribution and indemnification from each other Guarantor under Section 4.06.

The Guaranty. (a) Each Guarantorof the Guarantors, if any, hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, the L/C Issuer, each Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement with any Loan Party or any Subsidiary, the Administrative Agent and each other holder of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Guarantors, if any, hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Swap Contracts or other documents relating to the ObligationsTreasury Management Agreements, (i) the obligations of the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Agent, each Lender, each Affiliate of a Lender that enters into Bank Products or a Hedging Transaction with the Borrower or any Subsidiary, and each other holder of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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 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, as a mandatory Cash Collateralization 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. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or the other documents relating to the Obligations, (i) the obligations of the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. (a) Each Guarantorof the Guarantors hereby unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon 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. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityObligations, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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 Guaranteed 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. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Guarantors 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) no Guarantor shall by virtue cure period, each of the joint Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and several nature 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 its obligations under the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorunconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. (a) Each GuarantorSubject to the following paragraph of this Section 4.01, each of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, the Administrative Agent L/C Issuer and each other holder of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. . Subject to Section 4.03, each of the Guarantor’s obligations hereunder shall remain in full force and effect until such time as (a) this Agreement is terminated, (b) the Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been fully and completely performed and indefeasibly satisfied, and (c) the Commitments have been terminated. Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or the other documents relating to the Obligations, (i) the obligations of the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. (a) Each Guarantorof the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent full and each of the holders of the Obligations, as hereinafter provided, as primary obligor punctual payment and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon 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. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityObligations, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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 Guaranteed 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. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the obligations principal of and interest on each Loan made to the Guarantors Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under this the Credit Agreement and the other Loan Documents, and (iii) 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, or any of its Affiliates, as applicable, 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. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to an aggregate amount equal to the largest amount extent, if any, required so that would its obligations hereunder shall not render such obligations be subject to avoidance under Section 548 of the Debtor Relief Laws Bankruptcy Code or any comparable provisions of under any applicable state law and (ii) no Guarantor shall by virtue Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the joint and several nature parties hereto that any rights of its obligations subrogation, indemnification or contribution which such Guarantor may have under this Guaranty and the Guaranty, any other Loan Documents agreement or applicable law shall be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantortaken into account.

The Guaranty. For valuable consideration, the undersigned (a"Guarantor") Each Guarantorhereby unconditionally guarantees and promises to pay promptly to Bank of America, jointly N.A., its subsidiaries and severally with the other Guarantorsaffiliates (collectively, hereby guarantees to the Administrative Agent and each "Bank"), or order, in lawful money of the holders United States, any and all Indebtedness of the ObligationsGSE Systems, as hereinafter providedInc. and GSE Power Systems, as primary obligor and not as suretyInc. (collectively, the prompt payment of the Obligations (the “Guaranteed Obligations”"Borrower") in full to Bank when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with , and at all times thereafter. The liability of Guarantor under this Guaranty is not limited as to the terms thereofprincipal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities); provided that , and other costs and expenses relating to or arising out of the Guaranteed Obligations of a Guarantor shall exclude any Excluded Indebtedness and for all Swap Obligations with respect now or hereafter owing from Borrower to such 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 guaranties signed by Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityIf multiple individuals or entities sign this Guaranty, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors 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, 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, in any of the other Loan Documents or other documents relating to the Obligations, (i) the their obligations of the Guarantors under this Agreement and the other Loan Documents 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each Guarantorof the Guarantors, unless released pursuant to Section 6.15(c) and Section 9.11, hereby jointly and severally with the other Guarantors, hereby guarantees to 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 the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, 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, in any of the other Loan Credit Documents or other documents relating Swap Contracts, if any Guarantor is deemed to the Obligations, (i) the have been rendered insolvent as a result of its guarantee obligations of the Guarantors under this Agreement Section 11.01 and not to have received reasonable equivalent value in exchange therefor, then, in such an event, the other Loan Documents liability of such Guarantor under this Section 11.01 shall be limited to an aggregate the maximum 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 joint and several nature Obligations of its the Borrower that such Guarantor may guaranty without rendering the obligations of such Guarantor under this Guaranty and the other Loan Documents be liable for Section 11.01 void or voidable under any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorfraudulent conveyance or fraudulent transfer law.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Agent, the Lenders, the Qualifying Swap Providers, the Qualifying Treasury Management Banks and each of the other holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees that agree that, if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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 Guaranteed 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. (b) . Notwithstanding any provision to the contrary contained herein, in any other of the other Loan Documents Credit Documents, Swap Agreements, Treasury Management Agreements or other documents relating to the Obligations, : (ia) the obligations of the Guarantors 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) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each GuarantorGuarantor hereby unconditionally guarantees, jointly with each other Guarantor and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligationsseverally, as hereinafter provided, as a primary obligor and not merely as a surety, to each Beneficiary and its successors, transfers and assigns, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise, of the principal of, and Make-Whole Amount, if any, and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Company) strictly in accordance with the terms thereof); provided that Notes issued, including Shelf Notes issued after the Guaranteed Obligations date hereof, and all other amounts under any Transaction Document and all other obligations, agreements and covenants of a Guarantor shall exclude the Company now or hereafter existing under any Excluded Swap Obligations Transaction Document whether for principal, Make-Whole Amount, if any, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to such Guarantor. Each Guarantor hereby further agrees that the Company under any chapter of the Bankruptcy Reform Act of 1978, as codified under Title 11 of the United States Code, and the rules promulgated thereunder (the “Bankruptcy Code”)), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Beneficiary in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations are not paid in full when due being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (whether at stated maturityi) the failure by the Company to pay punctually any such amount or perform such obligation, as a mandatory prepaymentand (ii) such failure continuing beyond any applicable grace or notice and cure period, by acceleration, as a mandatory Cash Collateralization or otherwise), each of the Guarantors will promptly agrees that it shall forthwith on demand pay such amount or perform such obligation at the sameplace and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, without any demand or notice whatsoeverirrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and that is no way conditioned upon any attempt to collect from the Company or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Company, if for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to perform and (in the case of any extension of time of the payment or renewal of any of the Guaranteed Obligations, ) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or any other Transaction Document, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be 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. (b) Notwithstanding any provision amounts to the contrary contained hereinBeneficiaries, in any lawful money of the other Loan Documents United States of America, at the place specified in the Note Purchase Agreement, or other documents relating perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the Obligations, (iextent required under such Notes) the obligations of the Guarantors under this Agreement on any amount due 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 joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorowing.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and to each of the holders of the Guaranteed Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Guaranteed Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor of the Guarantors hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Credit Documents or other documents relating Hedging Agreements, to the Obligations, (i) extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state, provincial or federal law relating to fraudulent conveyances or transfers or the Guarantors granting of financial 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) no Guarantor shall extent required by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorCredit Agreement.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender 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 the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained hereinherein or in any other of the Credit Documents or Swap Contracts, if any Guarantor is deemed to have been rendered insolvent as a result of its guarantee obligations under this Section 11.01 and not to have received reasonable equivalent value in exchange therefor, then, in any such an event, the liability of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors such Guarantor under this Agreement and the other Loan Documents Section 11.01 shall be limited to an aggregate the maximum 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 joint and several nature Obligations of its the Borrower that such Guarantor may guaranty without rendering the obligations of such Guarantor under this Guaranty and the other Loan Documents be liable for Section 11.01 void or voidable under any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorfraudulent conveyance or fraudulent transfer law.

The Guaranty. (a) Each Guarantor, of the Subsidiary Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender 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 the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Subsidiary Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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, 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 Guaranteed 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 cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (bc) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating to the ObligationsDocuments, (i) the obligations of the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Agent, each Lender or each Affiliate of a Lender 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 the Borrower or any Subsidiary, and each other holder of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or the other documents relating to the Obligations, (i) the obligations of the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the other holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, any Secured Swap Contracts, any Secured Treasury Management Agreements, any Secured Bi-Lateral Letters of Credit or the other documents relating to the Guaranteed Obligations, (i) the obligations of the Guarantors 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) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each GuarantorExcept as expressly set forth herein, jointly and severally with the other Guarantors, Guarantor hereby unconditionally guarantees to Purchaser the Administrative Agent full and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, punctual performance by 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. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal.Contractor 82 2 (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors Work required under this Agreement the Contract (including Upgrade Work, when and if an upgrade is ordered) and/or the other Loan Documents shall be limited 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 an aggregate amount equal perform such Work, (or Upgrade Work as the case may be) in each 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) no Guarantor shall by virtue of the joint covenants and several nature other obligations of its obligations 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 the exercise of this Guaranty and (ii) in no event shall the Guarantied Obligations exceed the Contractor's obligations and liabilities under the Contract. If the Purchaser requests the Guarantor to perform any Guarantied Obligation (other Loan Documents 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 shall conclusively be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect deemed to such Guarantorhave been created in reliance upon this Guaranty.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Agent, the Lenders, the Qualifying Swap Banks, the Qualifying Treasury Management Banks and each of the other holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, 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, in any other of the other Loan Documents Documents, Swap Agreements, Treasury Management Agreements or other documents relating to the Obligations, (ia) the obligations of the Guarantors 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) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Agent, the Lenders and each of the holders of the Obligations, other Secured Parties as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, in any other of the other Loan Documents Documents, Lender Provided Interest Rate ▇▇▇▇▇▇, Lender Provided Foreign Currency ▇▇▇▇▇▇, Other Lender Provided Financial Service Products or other documents relating to the Obligations, (ia) the obligations of the Guarantors 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) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations Hedge Liabilities with respect to such Guarantor.

The Guaranty. (a) Each Guarantor, jointly The Company hereby unconditionally guarantees the full and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt punctual payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. “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 bankruptcy, insolvency or reorganization of such Borrower (whether or not such interest is allowed or allowable as a claim in any such case, proceeding or other action) on all Advances made pursuant to the Credit Agreement); provided that , (ii) all other amounts payable by any Borrower from time to time pursuant to this Agreement and the Guaranteed Obligations of a Guarantor shall exclude Notes (including any Excluded Swap Obligations Post-Petition Interest with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwiseamounts), the Guarantors will promptly pay the sameand (iii) any renewals, without any demand refinancings or notice whatsoever, and that in the case of any extension of time of payment or renewal extensions of any of the Guaranteed Obligations, the same will be promptly paid in full when due foregoing (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 renewalincluding Post-Petition Interest). (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of 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 joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Subject to Section 2(j) below: (a) Each Guarantor, Pledgor hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the ObligationsPledgor guarantees, as hereinafter provided, as a primary obligor and not merely as suretya surety to the Secured Party and its successors and permitted assigns, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory by required prepayment, declaration, demand, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise) strictly of the Borrower’s obligations under the Facility Letter and in accordance with the terms thereofthereof (such obligations being herein collectively called the “Guaranteed Obligations”); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor Pledgor hereby further jointly and severally agrees that if any of the Guaranteed Obligations are not paid Borrower or other Pledgor shall fail to pay in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise)) any of the Guaranteed Obligations, the Guarantors such Pledgor 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, as a mandatory Cash Collateralization acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision The obligations of the Pledgors under Section 2(a) shall constitute a guarantee of payment and, to the contrary contained fullest extent permitted by applicable law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Pledgors under this Agreement or any other agreement or instrument referred to herein, in or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other Loan Documents circumstance whatsoever that might otherwise constitute a legal or other documents relating equitable discharge or defense of a surety or Pledgor (except for payment in full). (c) The obligations of the Pledgors under this Section 2 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or the Pledgors in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in insolvency, bankruptcy or reorganization or otherwise. (id) Each Pledgor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of this Agreement, it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 2(a), whether by subrogation or otherwise, against the Borrower or any other Pledgor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. (e) The Pledgors jointly and severally agree that, as between the Pledgors and the Secured Party, the obligations of the Guarantors Borrower under the Facility Letter may be declared to be forthwith due and payable as provided in paragraph headed “Remedies” of the Facility Letter for purposes of Section 2(a), notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Pledgors for purposes of Section 2(a). (f) Each Pledgor hereby acknowledges that this Guaranty constitutes an instrument for the payment of money, and consents and agrees that any Secured Party, at its sole option, in the event of a dispute by such Pledgor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213. (g) This Guaranty is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising, and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable hereunder are indefeasibly paid in full in cash. (h) In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Pledgor under Section 2(a) would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 2(a), then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Pledgor, the Borrower or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 2(j)) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. (i) Each Pledgor assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each Pledgor assumes and incurs under this Agreement, and agrees that the Secured Party shall have no duty to advise any Pledgor of information known to it regarding those circumstances or risks. (j) Without limiting any other provisions of this Section 2, each party hereto hereby agrees that any obligation that becomes due and payable pursuant to the terms of this Agreement and the other Loan Documents shall be limited to an aggregate amount equal shared as between the Pledgors as determined in good faith by the general partners of the Pledgors, such that each Pledgor shall bear its share of any such obligation in proportion to the largest amount distribution of loan proceeds it receives from the Borrower on the date of the Initial Drawdown as reported in writing to the Secured Party. In the event that would a liability arises and payments are made by any of the Pledgors in respect thereof, then each Pledgor agrees to make such payment(s) as between themselves so that following such payment(s) each of the Pledgors shall have shared such liability in accordance with the foregoing sentence. For the avoidance of doubt, the foregoing in this clause (j) shall 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 impact the joint and several nature liabilities of its obligations the Pledgors under this Guaranty Agreement. (k) Each Pledgor hereby subordinates the payment of all obligations and indebtedness of the Borrower or the other Pledgor owing to such Pledgor, whether now existing or hereafter arising, including but not limited to any obligation of the Borrower or the other Pledgor to such Pledgor as subrogee of the Secured Party or resulting from the Pledgor’s performance under this Agreement, to the indefeasible payment in full in cash of all Guaranteed Obligations. If the Secured Party so requests, any such obligation or indebtedness of the Borrower or either Pledgor to a Pledgor shall be enforced and performance received by such Pledgor as trustee for the Secured Party and the other Loan Documents proceeds thereof shall be liable for paid over to the Secured Party on account of the Guaranteed Obligations, but without reducing or affecting in any Guaranteed Obligations that constitute Excluded Swap Obligations manner the liability of the Pledgors under this Agreement. (l) Neither Pledgor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Agreement until all of the Guaranteed Obligations and any amounts payable under this Agreement have been indefeasibly paid and performed in full. If any amounts are paid to a Pledgor in violation of the foregoing limitation, then such Guarantoramounts shall be held in trust for the benefit of the Secured Party and shall forthwith be paid to the Secured Party to reduce the amount of the Guaranteed Obligations, whether matured or unmatured. (m) The Pledgors shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes. The obligations of the Pledgors under this clause (m) shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank, 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 the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, 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, herein or in any other of the other Loan Documents Documents, Secured Swap Agreements or other documents relating to the ObligationsSecured Treasury Management Agreements, (i) the obligations of the Guarantors 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) no the Obligation of a Guarantor shall by virtue of the joint and several nature of its obligations that are guaranteed under this Guaranty and the other Loan Documents be liable for shall exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank, 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 the all Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, 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, herein or in any other of the other Loan Documents Documents, Secured Swap Agreements or other documents relating to the ObligationsSecured Treasury Management Agreements, (i) the obligations of the Guarantors 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) no the Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations that are guaranteed under this Guaranty and the other Loan Documents be liable for shall exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantorof the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent full and each of the holders of the Obligations, as hereinafter provided, as primary obligor punctual payment and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon 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. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturitySecured Obligations, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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 Guaranteed 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. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (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 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 constitute, a guarantee of the joint obligations of, and several nature of its obligations under this Guaranty and a “keepwell, support or other agreement” for the benefit of, each other Loan Documents be liable Party for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorall purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

The Guaranty. (a) Each Guarantor, of the Subsidiary Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the each Lender, each Administrative Agent and each other holder of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Subsidiary Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Subsidiary Guarantors will 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, 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, herein or in any other of the other Loan Documents or other documents relating to the ObligationsCredit Documents, (i) the obligations of the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each Guarantor, of the Domestic Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement, 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 the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Domestic Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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, 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 Lender, each Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement with respect to the Foreign Obligations, and the Administrative Agent 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. 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 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 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. (c) GFI hereby guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement with respect to the Foreign Obligations, and the Administrative Agent 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. GFI hereby further agree 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), GFI 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 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 cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (bd) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating to the ObligationsSwap Contracts, (i) the obligations of the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, Secured Party as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Secured Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Secured 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 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 Secured 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. (b) . 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, herein or in any other of the other Loan Documents Documents, Swap Contracts or other documents relating to the ObligationsCash Management Agreements, (i) the obligations of the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Agent, the Lenders, the Qualifying Swap Banks, the Qualifying Treasury Management Banks and each of the other holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed 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, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, 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, in any other of the other Loan Documents Credit Documents, Swap Agreements, Treasury Management Agreements or other documents relating to the Obligations, (ia) the obligations of the Guarantors 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 the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantorof the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligationsseverally, as hereinafter provided, as a primary obligor and not merely as surety, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon 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. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due following (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise)collectively, the Guarantors will promptly pay the same“Guaranteed Obligations”): (a) all Obligations, including, 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, 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, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the obligations principal of the Guarantors under this Agreement and the other interest on each Loan Documents shall be limited made to an aggregate amount equal any Borrower pursuant 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 Credit Agreement, (ii) no Guarantor shall fees on each Letter of Credit issued pursuant to the Credit Agreement, (iii) any obligations of any Borrower to reimburse LC Disbursements and to provide cash collateral with respect to Letters of Credit, (iv) all other fees and other amounts payable by virtue any Borrower under the Loan Documents, and (v) the punctual and faithful performance, keeping, observance, and fulfillment by each Borrower of all of the joint agreements, conditions, covenants, and several nature obligations of its obligations under this Guaranty such Borrower contained in the Loan Documents, and the other Loan Documents be liable (b) all Secured Swap Obligations and Secured Banking Services Obligations; provided, however, that for any Guaranteed Guarantor, the Secured Swap Obligations shall not include Swap Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.. Without limiting the generality of the foregoing, the “Guaranteed Obligations” shall include all interest, fees and other amounts described in foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding. Upon (x) the failure by any Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the relevant Loan Document, Swap Agreement or Banking Services Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. As used in this Guaranty, the following terms have the meanings specified below:

The Guaranty. (a) Each Guarantor, The Guarantors hereby unconditionally and jointly and severally with guarantee (i) the other Guarantors, hereby guarantees to the Administrative Agent full and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt punctual payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon 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. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in principal of and interest on each Reimbursement Note issued by the Borrower pursuant to the Reimbursement Agreement, and the full when due (whether at stated maturityand punctual payment of all other amounts payable by the Borrower under the Reimbursement Agreement, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the sameincluding, without any demand or notice whatsoeverlimitation, all Loans and interest thereon, all Letter of Credit Obligations, all compensation and indemnification amounts and fees payable pursuant to the Reimbursement Agreement and the Agent's Letter Agreement, 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, 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, in any of the other Loan Documents or other documents relating to the Obligations, (iii) the timely performance of all other obligations of the Guarantors Borrower under this the Reimbursement 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 all of the joint foregoing obligations being referred to collectively as the "Guaranteed Obligations"). Upon failure by the Borrower to pay punctually any such amount or perform such obligations, each of the Guarantors agrees that it shall forthwith on demand pay the amount not so paid at the place and several nature of its obligations under this Guaranty in the manner specified in the Reimbursement Agreement, the relevant Reimbursement Note or the relevant Loan Document, as the case may be, or perform such obligation in accordance with the terms and conditions therefor specified in the Reimbursement Agreement or the other Loan Documents Documents, and pay all costs of collection, including reasonable attorneys fees; provided that, notwithstanding the provisions of O.C.G.A. 13-1-11(a)(2) to the contrary, the Guarantor shall not be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations obligated to pay more than the attorneys fees actually incurred in connection with respect to such Guarantorcollection.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (awhether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all Banking Services Obligations and obligations of any Borrower or Subsidiary owing to any Lender or any affiliate of any Lender under any Swap Agreement, (iv) all other amounts payable by any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents 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 collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Obligations”). Upon (x) the failure by any Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each Guarantorof the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, hereby guarantees to 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 the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityobligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as a mandatory prepaymentan independent and primary obligation, by accelerationindemnify the Holders of Obligations immediately on demand against any cost, loss or liability they incur as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case result of any extension of time of payment Borrower or renewal of any of the Guaranteed Obligationsits Affiliates not paying any amount which would, the same will be promptly paid in full when due (whether at extended maturitybut for such unenforceability, as a mandatory prepaymentinvalidity or illegality, have been payable by 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, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of 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 joint and several nature of its obligations under this Guaranty and on the other Loan Documents be liable for any Guaranteed Obligations date when it would have been due (but so that constitute Excluded Swap Obligations with respect the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to such Guarantorpay under this Guaranty if the amount claimed had been recoverable on the basis of a guaranty).

The Guaranty. (a) Each Guarantor, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the ObligationsThe Guarantor unconditionally guarantees, as hereinafter provided, as a primary obligor and not merely as surety, a surety the prompt due and punctual payment of the Obligations any amounts due under or in connection with any Guaranteed Document, together with all renewals, modifications, consolidations or extensions thereof and whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (and including all liabilities in connection with any notes, bills or other instruments accepted by any Guaranteed Finance Party in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof (all such obligations being herein collectively referred to as the “Guaranteed Obligations”). Anything contained in this Agreement to the contrary notwithstanding, the obligations of the Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render the Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state Law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of the Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Guarantor (i) in full when due Parent Guaranty DC 58448 respect of intercompany indebtedness to any other Group Obligor or any of its Affiliates to the extent that such indebtedness (whether at stated maturityA) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by the Guarantor hereunder or (B) has been pledged to, as a mandatory prepaymentand is enforceable by, by acceleration, as a mandatory Cash Collateralization or otherwisethe Security Agent on behalf of the Guaranteed Finance Parties and (ii) strictly under any guaranty of Debt subordinated in accordance with the terms thereof); provided that right of payment to the Guaranteed Obligations of which guaranty contains a Guarantor shall exclude any Excluded Swap Obligations with respect limitation as to such Guarantor. Each Guarantor hereby further agrees a maximum amount similar to that if any set forth in this paragraph pursuant to which the liability of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that Guarantor hereunder is included in the case liabilities taken into account in determining such maximum amount) and after giving effect as assets of the Guarantor to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any extension rights to subrogation, contribution, reimbursement, indemnity or similar rights of time the Guarantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among the Guarantor and any other Group Obligor and its Affiliates of payment or renewal obligations arising under guaranties by such parties (including the agreements in Article II of any this Agreement). If the Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the total amount of the Guaranteed Obligations, then it is understood and agreed that 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. (b) Notwithstanding any provision to the contrary contained herein, in any portion of the other Loan Documents or other documents relating to Guaranteed Obligations for which the Obligations, (i) Guarantor is liable hereunder shall be the obligations last portion of 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 joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorbe repaid.

The Guaranty. (a) Each Guarantorof the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligationsseverally, as hereinafter provided, as a primary obligor and not merely as surety, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon 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. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due following (whether at stated maturitycollectively, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise)but subject to the provisions of Section 5, the Guarantors will promptly pay the same“Guaranteed Obligations”): (a) all Obligations, including, 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, 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, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) fees on each Letter of Credit issued pursuant to the Credit Agreement, (iii) any obligations of the Guarantors under this Agreement Borrower to reimburse LC Disbursements 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 joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations provide cash collateral with respect to Letters of Credit (“Reimbursement Obligations”), (iv) all other fees and other amounts payable by the Borrower under the Loan Documents, 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, and (b) all Swap Obligations and Banking Services Obligations; provided, however, that notwithstanding anything to the contrary contained in any Loan Document, for each portion of the Guaranteed Obligations constituting a Swap Obligation, such Swap Obligation shall be guaranteed hereunder by only those Guarantors that are ECP Guarantors at the time the Swap Agreement or other agreement giving rise to such Swap Obligation was or hereafter is entered into, except to the extent (if any) that such Guarantor’s status as a Non-ECP Guarantor at such time would not legally prohibit it from making such guarantee under the Commodity Exchange Act and other applicable law; provided, further, that if at any time any Non-ECP Guarantor becomes an ECP Guarantor, the guarantee made by such Guarantor hereunder shall be deemed to be automatically amended (without any further action required by any Person) to include liability for all Secured Obligations constituting Swap Obligations existing at such time. Without limiting the generality of the foregoing, the “Guaranteed Obligations” shall include all interest, fees and other amounts described in the foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding. Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the relevant Loan Document, Swap Agreement or Banking Services Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection.

The Guaranty. (a) Each Guarantorof the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligationsseverally, as hereinafter provided, as a primary obligor and not merely as surety, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with of the terms thereof); provided that following (collectively, the “Guaranteed Obligations”): (a) all Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityForeign Borrowers, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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 Guaranteed 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. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the obligations principal of the Guarantors under this Agreement and the other interest on each Loan Documents shall be limited made to an aggregate amount equal any Foreign Borrower pursuant 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 Credit Agreement, (ii) no Guarantor shall fees on each Letter of Credit issued to any Foreign Borrower pursuant to the Credit Agreement, (iii) any obligations of any Foreign Borrower to reimburse LC Disbursements and to provide cash collateral with respect to Letters of Credit, (iv) all other fees and other amounts payable by virtue any Foreign Borrower under the Loan Documents, and (v) the punctual and faithful performance, keeping, observance, and fulfillment by each Foreign Borrower of all of the joint agreements, conditions, covenants, and several nature obligations of its obligations under this Guaranty such Foreign Borrower contained in the Loan Documents, and the other Loan Documents be liable (b) all Secured Swap Obligations and Secured Banking Services Obligations of any Foreign Borrower; provided, however, that for any Guaranteed Guarantor, the Secured Swap Obligations shall not include Swap Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.. Without limiting the generality of the foregoing, the “Guaranteed Obligations” shall include all interest, fees and other amounts described in foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership, examinership or other similar proceeding, regardless of whether allowed or allowable in such proceeding. Upon (x) the failure by any Foreign Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the relevant Loan Document, Swap Agreement or Banking Services Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. As used in this Guaranty, the following terms have the meanings specified below:

The Guaranty. (a) Each Guarantor, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the ObligationsThe Guarantor unconditionally guarantees, as hereinafter provided, as a primary obligor and not merely as surety, a surety the prompt due and punctual payment of the Obligations any amounts due under or in connection with any Guaranteed Document, together with all renewals, modifications, consolidations or extensions thereof and whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (and including all liabilities in connection with any notes, bills or other instruments accepted by any Guaranteed Finance Party in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof (all such obligations being herein collectively referred to as the “Guaranteed Obligations”). Anything contained in this Agreement to the contrary notwithstanding, the obligations of the Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render the Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state Law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of the Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Guarantor (i) in full when due respect of intercompany indebtedness to any other Group Obligor or any of its Affiliates to the extent that such indebtedness (whether at stated maturityA) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by the Guarantor hereunder or (B) has been pledged to, as a mandatory prepaymentand is enforceable by, by acceleration, as a mandatory Cash Collateralization or otherwisethe Security Agent on behalf of the Guaranteed Finance Parties and (ii) strictly under any guaranty of Debt subordinated in accordance with the terms thereof); provided that right of payment to the Guaranteed Obligations of which guaranty contains a Guarantor shall exclude any Excluded Swap Obligations with respect Parent Guaranty limitation as to such Guarantor. Each Guarantor hereby further agrees a maximum amount similar to that if any set forth in this paragraph pursuant to which the liability of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that Guarantor hereunder is included in the case liabilities taken into account in determining such maximum amount) and after giving effect as assets of the Guarantor to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any extension rights to subrogation, contribution, reimbursement, indemnity or similar rights of time the Guarantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among the Guarantor and any other Group Obligor and its Affiliates of payment or renewal obligations arising under guaranties by such parties (including the agreements in Article II of any this Agreement). If the Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the total amount of the Guaranteed Obligations, then it is understood and agreed that 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. (b) Notwithstanding any provision to the contrary contained herein, in any portion of the other Loan Documents or other documents relating to Guaranteed Obligations for which the Obligations, (i) Guarantor is liable hereunder shall be the obligations last portion of 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 joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorbe repaid.

The Guaranty. (a) Each Guarantor, of the Domestic Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Domestic Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Domestic Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision Each of the Foreign Guarantors hereby jointly and severally guarantees to the contrary contained hereinAdministrative 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. The Foreign Guarantors hereby further agree that if any of the other Loan Documents 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 other documents relating to 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 the Foreign Obligations, the same will be promptly paid in full when due (iwhether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the obligations terms of 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 extension or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorrenewal.

The Guaranty. (a) Each Guarantor, of the Subsidiary Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank 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 the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Subsidiary Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. #89182136v12 (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 Guaranteed 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. (bc) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Swap Contracts or other documents relating to the ObligationsTreasury Management Agreements, (i) the obligations of the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each For valuable consideration, the undersigned (“Guarantor”) hereby unconditionally guarantees and promises to pay promptly to Bridge Bank, N.A. (“Lender”), or order, in lawful money of the United States, any and all Indebtedness of Selectica, Inc., a Delaware corporation, and Selectica Sourcing Inc., a Delaware corporation (individually and collectively, jointly and severally with the other Guarantors, hereby guarantees to 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 the Obligations (the “Guaranteed ObligationsBorrower”) in full to Lender when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise, and at all times thereafter. Except as otherwise provided in Sections 1(b) 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. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due and (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwisec), the Guarantors will promptly pay liability of Guarantor under this Guaranty is not limited as to the sameprincipal amount of the Indebtedness guaranteed and includes, without any demand or notice whatsoeverlimitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and that in the case of any extension of time of payment other costs and expenses relating to or renewal of any arising out of the Guaranteed ObligationsIndebtedness. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the same will 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 guaranties signed by Guarantor. If more than one individual or entity sign this Guaranty, their obligations under this Guaranty shall 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 renewaljoint and several. (b) Notwithstanding any provision anything to the contrary contained hereinin this Guaranty, the maximum liability of Guarantor to Lender pursuant to this Guaranty shall be an amount equal to $1,000,000 (the “Initial Guaranteed Amount”). Lender may reduce (in its sole and absolute discretion), but not increase, the Initial Guaranteed Amount at any time during the term of this Guaranty without Guarantor’s consent (the other Loan Documents or other documents relating amount guaranteed hereunder at any given time is referred to as the “Guaranteed Amount”) (c) Notwithstanding anything to the Obligationscontrary contained in this Guaranty, this Guaranty shall terminate on the second anniversary of its date of execution, unless prior to that date (i) the obligations of 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 demand for payment is made or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect Amount is reduced to such Guarantor$0.

The Guaranty. (a) Each For valuable consideration, the undersigned (“Guarantor”) hereby unconditionally guarantees and promises to pay promptly to Western Alliance Bank, an Arizona corporation, successor-in-interest to Bridge Bank N.A. (“Lender”), or order, in lawful money of the United States, any and all Indebtedness of Determine Inc., a Delaware corporation, f/k/a Selectica, Inc., and Determine Sourcing, Inc., a Delaware corporation, f/k/a Selectica Sourcing Inc. (individually and collectively, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as suretyseverally, the prompt payment of the Obligations (the “Guaranteed ObligationsBorrower”) in full to Lender when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise, and at all times thereafter. Except as otherwise provided in Sections 1(b) 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. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due and (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwisec), the Guarantors will promptly pay liability of Guarantor under this Guaranty is not limited as to the sameprincipal amount of the Indebtedness guaranteed and includes, without any demand or notice whatsoeverlimitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and that in the case of any extension of time of payment other costs and expenses relating to or renewal of any arising out of the Guaranteed ObligationsIndebtedness. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the same will 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 guaranties signed by Guarantor. If more than one individual or entity sign this Guaranty, their obligations under this Guaranty shall 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 renewaljoint and several. (b) Notwithstanding any provision anything to the contrary contained hereinin this Guaranty, in any the maximum liability of the other Loan Documents or other documents relating Guarantor to the Obligations, (i) the obligations of the Guarantors under Lender pursuant to this Agreement and the other Loan Documents Guaranty shall be limited to an aggregate amount equal to $1,000,000 (the largest amount “Initial Guaranteed Amount”). Lender may reduce (in its sole and absolute discretion), but not increase, the Initial Guaranteed Amount at any time during the term of this Guaranty without Guarantor’s consent by written notice to Guarantor (the Initial Guaranteed Amount as may be reduced in accordance with the foregoing at any given time is referred to herein as the “Guaranteed Amount”). (c) Notwithstanding anything to the contrary contained in this Guaranty, this Guaranty shall terminate on April 30, 2019 (the “Termination Date”), unless prior to that would not render such obligations subject to avoidance under date demand for payment is made; provided that upon the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue extension of the joint and several nature Maturity Date (as defined in the Financing Agreement), the Termination Date shall automatically extend to the date that is ten (10) days following the extended Maturity Date (as defined in the Financing Agreement) (such extension of its obligations under this Guaranty and the other Loan Documents Termination Date, the “Additional Maturity Extension”). Notwithstanding the immediately foregoing sentence, the Termination Date shall in no event be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlater than July 30, 2020.

The Guaranty. (a) Each Guarantor, Guarantor hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank, 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 the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor hereby further agrees that that, if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization Collateralization, or otherwise), the Guarantors will 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 Guaranteed 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 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 any of the other Loan Documents or other documents relating to the Obligations, 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 Obligations 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 or Treasury Management Agreements, the obligations of each Guarantor and the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. (a) Each Guarantor, jointly and severally with the other Guarantors, The Subsidiary Guarantor hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank 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 the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each The Subsidiary Guarantor hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors 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 Guaranteed 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. (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, herein or in any other of the other Loan Documents Documents, Swap Contracts or other documents relating to the ObligationsTreasury Management Agreements, (i) the obligations of the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, the Administrative Agent L/C Issuer and each other holder of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or the other documents relating to the Obligations, (ia) the obligations of the Guarantors 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) no Guarantor shall by virtue could not reasonably be expected to cause any material adverse tax consequences) of the joint issued and several nature outstanding Equity Interests entitled to vote (within the meaning of its obligations under this Guaranty and Treas. Reg. Section 1.956-2(c)(2)) be pledged as collateral to secure the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorObligations.

The Guaranty. (a) Each GuarantorSubject to the limitations expressly set forth herein, each of Culligan and Astrum hereby jointly and severally with unconditionally guarantee for the other Guarantors, hereby guarantees to the Administrative Agent and each benefit of the holders of the Obligations, as hereinafter provided, as primary obligor and not as suretyBuyer, the prompt payment of the Obligations (the “Guaranteed Obligations”) and performance 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); provided that the Guaranteed Obligations Sellers of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any all of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case Sellers' obligations of any extension of time of payment kind or renewal of any nature under Article 9 of the Guaranteed ObligationsPurchase Agreement, subject to all of the same will be promptly paid in full when conditions and limitations applicable to the Sellers set forth therein; provided, however, that (a) the Buyer shall have first notified the Sellers that such payment and performance from the Sellers is due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with and owing pursuant to the terms of such extension or renewal. the Purchase Agreement; and (b) Notwithstanding any provision Astrum shall have no obligations or liability under this Section 1 unless and until either (x) Culligan's Shareholders' Equity (as defined below) shall be less than $70,000,000 for the twelve-month period ending on the month ending immediately prior to the contrary contained hereindate of determination, or (y) if Culligan asserts or claims at any time that Culligan's obligations under this Section 1 is unenforceable against it (or any similar assertion or claim) or that Culligan does not have the financial capability to perform its obligations under this Section 1 in a timely manner (or any similar assertion or claim); provided, further, upon the occurrence of any event referred to in clauses (x) and (y) above, Astrum shall thereafter be unconditionally obligated to guarantee the obligations of the other Loan Documents or other documents relating Sellers to the Obligationsextent set forth in this Section 1 (without the benefit of subparagraph (b) of this Section 1). "Shareholders' Equity" means for the applicable period, the difference between (i) the obligations product of (x) the Guarantors under this Agreement net income of Culligan plus any and all interest, taxes, depreciation and amortization which were deducted in determining the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render of such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law net income and (y) 6.5 and (ii) no Guarantor the aggregate amount of indebtedness for money borrowed (including any and all capitalized lease obligations), all as determined in accordance with generally accepted accounting principles consistently applied; provided that if the stock of Culligan is publicly traded, the Shareholders Equity shall mean the product of multiplying the number of outstanding common shares of Culligan on the date of determination by virtue the average closing trading price on the thirty trading days preceding the date of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantordetermination.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract with respect to the Loans, 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 the Obligations (the “Guaranteed 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, as a mandatory Cash Collateralization 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. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed 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, as a mandatory Cash Collateralization acceleration or otherwise), the Guarantors will 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 Guaranteed 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, as a mandatory Cash Collateralization acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating to Swap Contracts entered into in connection with the Obligations, Loans: (ia) the obligations of the Guarantors 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) no the Obligations being guaranteed by each Guarantor pursuant to this Article XI shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute exclude all Excluded Swap Obligations with respect to of such Guarantor.

The Guaranty. (a) Each Guarantor, of the Domestic Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each L/C Issuer, each Lender and each Affiliate of a Lender that enters into a Secured Swap Contract or a Secured Treasury Management Agreement with a Loan Party, each other holder of the Administrative Agent Obligations and each of the holders of the Obligations, Administrative Agents as hereinafter provided, as primary obligor Primary Obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Domestic Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Domestic Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) [reserved] (c) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Agent, the Lenders, the Qualifying Swap Providers, the Qualifying Treasury Management Banks and each of the other holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, 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, in any other of the other Loan Documents Credit Documents, Swap Agreements, Treasury Management Agreements or other documents relating to the Obligations, (ia) the obligations of the Guarantors 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 the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract with the other GuarantorsBorrower, hereby guarantees to and the Administrative Agent and each of the holders of the Obligations, as hereinafter providedAgent, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating to the Obligations, Swap Contracts: (ia) the obligations of the Guarantors 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) no the obligations and liabilities of each Special Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty Agreement and the other Loan Documents shall be liable for 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 Guaranteed Obligations that constitute 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. (a) Each Guarantor, jointly The Guarantor guarantees the full and severally with the other Guarantors, hereby guarantees to 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 of the Obligations (the “Guaranteed Obligations”) in full when due (due, whether at stated maturity, as a mandatory prepayment, scheduled maturity or at maturity by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations virtue of acceleration on account of a Default. The Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if to pay to the Bank an amount equal to all expenses, including reasonable attorneys' fees, paid or incurred by the Bank after Default in endeavoring to enforce this Guaranty. Notwithstanding any other provision of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise)this Guaranty, the Guarantors 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, 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, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors 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 of any applicable state law and (ii) no Guarantor shall by virtue control of the joint Guarantor and several nature is more readily available to the Guarantor than to the Bank, and for that reason the Guarantor agrees that should the Guarantor claim that the amount of its obligations liability under this Guaranty and is less than the other Loan Documents 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 be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such upon the Guarantor.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank, 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 the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, 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, herein or in any other of the other Loan Documents Credit Documents, Swap Contracts or other documents relating to the ObligationsTreasury Management Agreements, (ia) the obligations of the Guarantors 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 by virtue 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 joint Commodity Exchange Act, as further defined and several nature 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 its 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 Guaranty and Article IV by a Guarantor that qualifies as an “Eligible Contract Participant” under § 1a(18)(A)(v)(I) of the other Loan Documents Commodity Exchange Act shall be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantortaken into account.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (awhether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of 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 any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (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 collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”) (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant 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. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, hereby guarantees to 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 the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Guaranteed Obligations are Borrower or any of its Affiliates not paid in full paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (whether at stated maturity, as but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwiseguaranty), the Guarantors 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision anything to the contrary contained hereinin any Loan Document, the guarantee provided by each of Microchip Technology LLC and Silicon Storage Technology LLC, so long as each remains a Foreign Sub Holdco, shall be without recourse to voting Equity Interests in excess of 65%, in any the aggregate, of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of 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 joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorMicrochip Technology Malta Limited.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, Hedge Bank, Cash Management Bank 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 the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, in any other of the other Loan Documents Documents, Secured Hedge Agreements, Secured Cash Management Agreements or other documents relating to the Guaranteed Obligations, (i) the obligations of the Guarantors 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) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude 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, the full and punctual payment and performance when due (awhether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of 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 any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (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 collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”) (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant 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. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, hereby guarantees to 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 the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization Borrower or otherwise), the Guarantors 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 Obligationsits Affiliates not paying any amount which would, the same will be promptly paid in full when due (whether at extended maturitybut for such unenforceability, as a mandatory prepaymentinvalidity or illegality, have been payable by 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, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of 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 joint and several nature of its obligations under this Guaranty and on the other Loan Documents be liable for any Guaranteed Obligations date when it would have been due (but so that constitute Excluded Swap Obligations with respect the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to such Guarantorpay under this Guaranty if the amount claimed had been recoverable on the basis of a guaranty).

The Guaranty. (a) Each Guarantor, of the Credit Parties hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, provided the prompt payment of the Credit Party Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Credit Parties hereby further agrees agree that if any of the Guaranteed Credit Party Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise), the Guarantors will 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 Guaranteed Credit Party 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 acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating to Credit Documents, the Obligations, (i) the guaranty obligations of the Guarantors under this Agreement and the other Loan Documents each 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) no shall be taken into account. To the extent that any Guarantor shall by virtue of the joint and several nature of its obligations make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any 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 Loan Documents 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 Guaranteed Obligations that constitute Excluded Swap Obligations amounts as and when the same shall become due and payable in accordance with respect to such Guarantorthe terms of this Guaranty.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Affiliate of a Lender that enters into 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 the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, 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, herein or in any other of the other Loan Documents Documents, Swap Contracts or other documents relating to the ObligationsTreasury Management Agreements, (i) the obligations of the Guarantors 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) no Guarantor shall in excess of an amount that would render such entity insolvent or such other amount as may be established by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, the L/C Issuer, each Swap Bank, each Treasury Management Bank, the Administrative Agent Agent, and each other holder of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the all Obligations (the “Guaranteed 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 thereofthereof (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided provided, however, that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to any Foreign Subsidiary that has been a direct or indirect Subsidiary for less than one year, such GuarantorForeign Subsidiary’s guaranty shall be limited to the Canadian Obligations until the date such Foreign Subsidiary has been a Subsidiary for one year. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, 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, herein or in any other of the other Loan Documents Documents, Secured Swap Agreements or other documents relating to the ObligationsSecured Treasury Management Agreements, (i) the obligations of the Guarantors 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) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantor, of the Domestic Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter providedSecured Party, as primary obligor and not as surety, the prompt payment of the Credit Party Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Domestic Guarantors hereby further agrees agree that if any of the Guaranteed Credit Party Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Domestic Guarantors will 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 Credit Party 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 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, herein or in any other of the other Loan Documents or other documents relating to the ObligationsCredit Documents, (i) the obligations of the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. (a) Each Guarantor, of the Domestic Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Domestic Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Domestic Guarantors will 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, as a mandatory Cash Collateralization 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, herein or in any other of the other Loan Credit Documents or other documents relating to the ObligationsSwap Contracts, (i) the obligations of the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. (a) Each Guarantor, of the Subsidiary Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank 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 the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Subsidiary Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Subsidiary Guarantors will 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, 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, herein or in any other of the other Loan Documents Documents, Swap Contracts or other documents relating to the ObligationsTreasury Management Agreements, (i) the obligations of the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each GuarantorOn and after the Funding Date, each of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Agent, the Lenders, the Qualifying Swap Providers, the Qualifying Treasury Management Banks and each of the other holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, 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, in any other of the other Loan Documents Documents, Swap Agreements, Treasury Management Agreements or other documents relating to the Obligations, (ia) the obligations of the Guarantors 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) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantorof the Guarantors hereby unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon 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. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityObligations, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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 Guaranteed 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. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Guarantors 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 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 collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond ▇▇▇▇▇▇ and all other amounts payable under any Permitted Bond ▇▇▇▇▇▇ shall not be limited to an aggregate amount equal to considered Guaranteed Obligations. Upon (x) the largest amount that would not render such obligations subject to avoidance under failure by the Debtor Relief Laws 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) no Guarantor shall by virtue cure period, each of the joint Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and several nature 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 its obligations under the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorunconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. (a) Each Guarantor, of Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to Agent for the Administrative Agent benefit of the Lenders and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise) strictly in accordance with the terms thereof); provided provided, however, that the Guaranteed Obligations of a Guarantor shall exclude not include any Excluded Swap Obligations with respect to such GuarantorObligations. Each Guarantor Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any other of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each Guarantorof the Guarantors hereby unconditionally and irrevocably guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon 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. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityObligations, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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 Guaranteed 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. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Guarantors 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 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 collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond ▇▇▇▇▇▇ and all other amounts payable under any Permitted Bond ▇▇▇▇▇▇ shall not be limited to an aggregate amount equal to considered Guaranteed Obligations. Upon (x) the largest amount that would not render such obligations subject to avoidance under failure by the Debtor Relief Laws 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) no Guarantor shall by virtue cure period, each of the joint Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and several nature 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 its obligations under the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorunconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. (a) Each GuarantorIn order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Guarantors from the extensions of credit hereunder, each Guarantor hereby agrees with Administrative Agent and the Secured Parties as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, to Administrative Agent and the other Secured Parties of any and all Secured Obligations. If any or all of the Secured Obligations (become due and payable hereunder, each Guarantor unconditionally promises to pay such indebtedness to Administrative Agent and the “Guaranteed other Secured Parties, on order, or demand, together with any and all reasonable expenses which may be incurred by Administrative Agent and the other Secured Parties in collecting any of the Secured 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as this is a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time guaranty of payment or renewal and performance and not 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) collection only. Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or other documents unenforceable for any reason (including, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the Obligations, obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including any Debtor Relief Law). Any analysis of the provisions hereof for purposes of laws relating to fraudulent conveyances or transfers shall take into account the contribution agreement established in this Subsection 9.20(A). To the extent that any Guarantor shall be required hereunder to pay any portion of any Secured Obligation exceeding the greater of (i) the amount of the value actually received by such Guarantor and its Subsidiaries from the Revolver Loans and other Secured Obligations and (ii) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the Secured Obligations (excluding the amount thereof repaid by Borrower) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date of enforcement. The contribution agreement in this paragraph is intended only to define the relative rights of the Guarantors and nothing set forth in this paragraph is intended to or shall impair the obligations of the Guarantors Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms hereof. Each Guarantor’s maximum obligations hereunder (the “Maximum Guarantor Liability”) in any case or proceeding referred to below (but only in such a case or proceeding) shall not be in excess of: (i) in a case or proceeding commenced by or against such Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to Bankruptcy Code on or within two years from the largest date on which any of the Secured Obligations are incurred, the maximum amount that would not render otherwise cause the obligations of such Guarantor under this Subsection 9.20 (or any other obligations of such Guarantor to Administrative Agent, the Lenders and any other Person holding any of the Secured Obligations) to be avoidable or unenforceable against such Guarantor under (A) Section 548 of the Bankruptcy Code or (B) any state fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (ii) in a case or proceeding commenced by or against such Guarantor under the Bankruptcy Code subsequent to two years from the date on which any of the Secured Obligations of such Guarantor are incurred, the maximum amount that would not otherwise cause the obligations of such Guarantor under this Subsection 9.20 (or any other obligations of such Guarantor to Administrative Agent, Lenders and any other Person holding any of the Secured Obligations) to be avoidable or unenforceable against such Guarantor under any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding by virtue of Section 544 of the Bankruptcy Code; (iii) in a case or proceeding commenced by or against such Guarantor under any law, statute or regulation other than the Bankruptcy Code relating to dissolution, liquidation, conservatorship, bankruptcy, moratorium, readjustment of debt, compromise, rearrangement, receivership, insolvency, reorganization or similar debtor relief from time to time in effect affecting the rights of creditors generally (collectively, “Other Debtor Relief Law”), the maximum amount that would not otherwise cause the obligations of such Guarantor under this Subsection 9.20 (or any other obligations of such Guarantor to Administrative Agent, the Lenders and any other Person holding any of the Secured Obligations) to be avoidable or unenforceable against such Guarantor under such Other Debtor Relief Law, including, any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding. (The substantive state or federal laws under which the possible avoidance or unenforceability of the obligations of such Guarantor under this Subsection 9.20 (or any other obligations of Guarantor to Administrative Agent, the Lenders and any other Person holding any of the Secured Obligations) shall be determined in any such case or proceeding shall hereinafter be referred to as the “Avoidance Provisions.”) To the extent set forth above, but only to the extent that the obligations of such Guarantor under this Subsection 9.20, or the transfers made by such Guarantor under the Security Documents to which it is a party, would otherwise be subject to avoidance under any Avoidance Provisions if such Guarantor is not deemed to have received valuable consideration, fair value, fair consideration or reasonably equivalent value for such transfers or obligations, or if such transfers or obligations of such Guarantor under this Subsection 9.20 would render such Guarantor insolvent, or leave such Guarantor with an unreasonably small capital or unreasonably small assets to conduct its business, or cause such Guarantor to have incurred debts (or to have intended to have incurred debts) beyond its ability to pay such debts as they mature, in each case as of the Debtor Relief Laws time any of the obligations of such Guarantor are deemed to have been incurred and transfers made under such Avoidance Provisions, then such obligations shall be reduced to that amount which, after giving effect thereto, would not cause the obligations of such Guarantor under this Subsection 9.20 (or any comparable provisions other obligations of such Guarantor to Administrative Agent, the Lenders or any applicable state law and (ii) no Guarantor shall by virtue other Person holding any of the joint Secured Obligations), as so reduced, to be subject to avoidance under such Avoidance Provisions. This paragraph is intended solely to preserve the rights hereunder of Administrative Agent, the Lenders and several nature any other Person holding any of its the Secured Obligations to the maximum extent that would not cause the obligations of such Guarantor under this Guaranty Subsection 9.20 to be subject to avoidance under any Avoidance Provisions, and neither such Guarantor nor any other Person shall have any right, defense, offset, or claim under this paragraph as against Administrative Agent, the Lenders or any other Person holding any of the Secured Obligations that would not otherwise be available to such Person under the Avoidance Provisions. Each Guarantor agrees that the obligations of such Guarantor under this Subsection 9.20 may at any time and from time to time exceed the Maximum Guarantor Liability, without impairing the guaranty or any provision contained herein or affecting the rights and remedies of Administrative Agent and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLenders hereunder.

The Guaranty. (a) Each Guarantor, of the Domestic Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each L/C Issuer, each Lender and each Affiliate of a Lender that enters into a Secured Swap Contract or a Secured Treasury Management Agreement with a Loan Party, each other holder of the Obligations and the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor Primary Obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Domestic Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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 #95484613v795537764v17 the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Each of the Foreign Guarantors hereby jointly and severally guarantees to each Lender, each Lender and each Affiliate of a Lender that enters into a Secured Swap Contract or a Secured Treasury Management Agreement with a Foreign Loan Party, each other holder of the Foreign Obligations and the Administrative Agent 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. 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 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 the Guaranteed 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 cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (bc) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank 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 the all Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, 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, herein or in any other of the other Loan Documents Documents, any Swap Contract of any Loan Party to which a Swap Bank is a party or other documents relating any Treasury Management Agreement to the Obligationswhich a Treasury Management Bank is a party, (i) the obligations of the Guarantors 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) no the Obligation of a Guarantor shall by virtue of the joint and several nature of its obligations that are guaranteed under this Guaranty and the other Loan Documents be liable for shall exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantor, jointly Reference is made to that certain letter agreement dated the date hereof between FHI and severally with the other Guarantors, hereby guarantees to 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 the Obligations Lender (the “Guaranteed ObligationsLoan Agreement”) and to the documents defined therein as the Loan Documents, including, without limitation, the Master Revolving Note (the “Note”) given by FHI to the Lender (such Loan Agreement, Note and other Loan Documents collectively, the “Loan Documents”). Pursuant to the Loan Documents, Lender has agreed to provide to FHI financing in full when due the form of a revolving line-of-credit (whether at stated maturity, the “Revolving Line-of-Credit”). Concurrently with (and as a mandatory prepaymentcondition to) the closing under the Loan Agreement (the “Closing”), by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof); provided that the Guaranteed Obligations of a each Guarantor shall exclude any Excluded Swap Obligations with respect deliver to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid Lender a guaranty in full when due form and substance satisfactory to the Lender (whether at stated maturity, as singly a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the same, without any demand or notice whatsoever“Guaranty”, and that in collectively 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) “Guaranties”). Notwithstanding any provision anything to the contrary contained herein, expressed or implied herein or in any other document contemplated hereby, each Guaranty shall apply only to obligations guaranteed thereunder existing on or before the date that is the earliest of (the other Loan Documents or other documents relating to the Obligations, “Guaranty Termination Date”) (i) one hundred and eighty (180) days following the obligations of 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 Closing; (ii) no the date that Guarantor shall by virtue delivers to Borrower written notice of Guarantor’s termination of the joint Guaranty along with a written consent from Lender thereto; or (iii) the date that Borrower delivers to Guarantor written notice of Borrower’s repayment in full (and several nature termination) of its obligations under this the Revolving Line-of-Credit along with written confirmation thereof from Lender, it being understood that Borrower shall have the right at any time, without premium or penalty, to do so. Without limiting the generality of the foregoing, the Guaranty and shall not apply to increases in the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorindebtedness owed on the Revolving Line-of-Credit arising after the Guaranty Termination Date.

The Guaranty. (a) Each GuarantorThe Guarantor hereby absolutely, jointly unconditionally and severally with ------------ irrevocably guarantees the other Guarantors, hereby guarantees to the Administrative Agent full and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt punctual payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with of the terms thereofBorrower's obligations to pay principal, accrued interest, fees and expenses under the Loan Documents, including all reasonable costs of collection and enforcement thereof and interest thereon which would be owing by the Borrower but for the effect of the Bankruptcy Code, 11 U.S.C. (S) 101 et. seq. (the "Guaranteed Obligations"); provided that . Notwithstanding the foregoing, from and after the date on which the Borrower has made prepayments under Section 2.4(b)(iv)(l) of the Loan Agreement aggregating $1,000,000 or more, the Guaranteed Obligations shall be reduced to an amount equal to the excess of a the outstanding principal amount of the Notes over the outstanding principal amount owed to the Borrower under the Bank Loan. The Guarantor shall exclude understands, agrees and confirms that the Lenders may enforce this Guaranty up to the full amount guaranteed hereunder without proceeding against the Borrower, against any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of security for the Guaranteed Obligations are not paid in full when due (whether at stated maturityor against any guarantor under any other guarantee covering the Guaranteed Obligations. The Guarantor agrees that if, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise)for any reason, the Guarantors will promptly Borrower shall fail or be unable to pay the samepunctually and fully, 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 Guarantor shall pay such Guaranteed Obligations to Lenders in full when due (whether at extended maturityimmediately upon demand. The Guarantor agrees that one or more successive actions may be brought against the Guarantor, as a mandatory prepaymentoften as Lenders deem advisable, by 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, in any until all of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of 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 joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorare paid and performed in full. This Guaranty constitutes a guarantee of payment and not of collection.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantorsseverally, hereby unconditionally, absolutely and irrevocably, guarantees to each Lender, each Swap Bank, each Treasury Management Bank, 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 the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) The Company hereby guarantees, unconditionally, absolutely and irrevocably, 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, herein or in any other of the other Loan Documents Documents, Swap Contracts or other documents relating to the ObligationsTreasury Management Agreements, (i) the obligations of the Guarantors 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) no the Obligations guaranteed by a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for Agreement shall exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantorof the Guarantors hereby unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon 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. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityObligations, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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 Guaranteed 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. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Loan Agreement, (ii) all obligations of the Guarantors Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement, (iii) all other amounts payable by the Borrower or any of its Subsidiaries under the Loan Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents 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” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Loan Agreement, any Swap Agreement, any Banking Services Agreement or the relevant 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. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to an aggregate amount equal to the largest amount extent, if any, required so that would its obligations hereunder shall not render such obligations be subject to avoidance under Section 548 of the Debtor Relief Laws Bankruptcy Code or any comparable provisions of under any applicable state law and (ii) no Guarantor shall by virtue Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the joint and several nature parties hereto that any rights of its obligations subrogation, indemnification or contribution that such Guarantor may have under this Guaranty and the Guaranty, any other Loan Documents agreement or applicable law shall be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantortaken into account.

The Guaranty. (a) Each GuarantorGuarantor unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligationsseverally, as hereinafter provided, as a primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, merely as a mandatory prepayment, by 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. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors 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, 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, in any of the other Loan Documents or other documents relating to the Obligations, surety: (i) the due and punctual payment of: (A) all Senior Obligations; and (B) all Derivatives Obligations permitted under the Credit Agreement owed or owing to any Derivatives Creditor; in each case whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (and including all liabilities in connection with any notes, bills or other instruments accepted by any Finance Party in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof, and (ii) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Guarantors Borrowers and the Other Credit Parties under this or pursuant to the Credit Agreement and the other Loan Finance Documents (all such monetary and other obligations being herein collectively referred to as the "GUARANTEED OBLIGATIONS"). Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Guarantor 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 transaction under Section 548 of Title 11 of the United States Code or any provisions of applicable 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 Debtor Relief Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (i) in respect of intercompany indebtedness to any of the Borrowers or any comparable provisions of any applicable state law 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 made subject to a security interest in favour of the Collateral Agents on behalf of the Finance Parties and (ii) no under any guaranty of Debt subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Guarantor shall by virtue 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 joint 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 several nature other Affiliates of its the Borrower of obligations arising under guaranties by such parties (including the agreements in ARTICLE II of this Guaranty Agreement). In the event that any Guarantor's liability hereunder is limited pursuant to this paragraph to an amount that is less than the total amount of the Guaranteed Obligations, then it is understood and agreed that the other Loan Documents be liable for any portion of the Guaranteed Obligations that constitute Excluded Swap for which such Guarantor is liable hereunder shall not be reduced by any payment made hereunder by any other Person until the portion of the Guaranteed Obligations with respect to for which such GuarantorGuarantor is not liable hereunder have been repaid.

The Guaranty. (a) Each Guarantor, of the Domestic Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Domestic Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Domestic Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Each of the Foreign Guarantors hereby 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, 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, herein or in any other of the other Loan Credit Documents or other documents relating to the ObligationsSwap Contracts, (i) the obligations of the Guarantors 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each L/C Issuer, each Swap Bank, each Treasury Management Bank, 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 the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, 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, herein or in any other of the other Loan Documents Documents, Guaranteed Swap Contracts or other documents relating to the ObligationsGuaranteed Treasury Management Agreements, (i) the obligations of the Guarantors 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) no the Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations that are guaranteed under this Guaranty and the other Loan Documents be liable for shall exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Credit Documents or other agreements or documents relating to the Obligations, (i) the obligations of the Guarantors each Guarantor 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. (c) With respect to the liability of any entity existing under the laws of Germany (including, without limitation, a corporation (AG), a limited liability company (GmbH) or limited partnership (such as a KGaA or GmbH & Co. KG)) (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 and the Administrative Agent agree 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 (Nettovermögen) (the “Net Assets”) to an amount less than its stated share capital (Stammkapital) or (ii) no Guarantor shall by virtue (if the 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 §§ 30, 31 of the joint 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 several nature the preparation of balance sheets as they were consistently applied by such German Guarantor in preparing its unconsolidated balance sheets (Jahresabschluss gem. § 42 GmbH-Act, §§ 242, 264 HGB) in the previous years, save that: (A) any amounts due and payable under such German Guaranty, which correspond to funds that have been borrowed under this Credit Agreement or the Bank Credit Agreement and have been on-lent to such German Guarantor or any of its obligations subsidiaries, shall be disregarded to the extent that any such amount is still outstanding; and (B) any asset that is shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of such asset, which is not essentially necessary (betriebsnotwendig) for the German Guarantor’s business and that can be realized (to the extent legally possible) shall be taken into account with its market value. (iii) The balance sheet shall be prepared by such German Guarantor within thirty days after the date of a payment request by the Collateral Agent or the Administrative Agent under this such German Guaranty. If (A) 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 (B) in case of cessation of payments by such German Guarantor or (C) the filing of an application for insolvency proceeding by such German Guarantor (in case of (B) and (C) irrespective of whether or not thirty days have lapsed), the Collateral Agent or the Administrative Agent (I) shall be entitled to enforce such German Guaranty in the full amount and (II) agrees to repay the other Loan Documents be liable for any Guaranteed Obligations Proceeds to such German Guarantor to the extent that constitute Excluded Swap Obligations 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 §§ 30, 31 GmbH-Act as set out in paragraph (i) above. (iv) The limitation set out in clauses (i) through (iii) above shall not apply while a loss and profit pooling agreement (Gewinnabführungsvertrag) 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.

The Guaranty. (a) Each GuarantorIn order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by each Guarantor from the proceeds of the Loans, jointly and severally each Guarantor hereby agrees with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the ObligationsLenders that such Guarantor hereby unconditionally and irrevocably, as hereinafter providedjointly and severally, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all of the Obligations (of the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization Borrower to the Lenders. If any or otherwise) strictly in accordance with all of the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude the Borrower to the Lenders become due and payable hereunder, each Guarantor, jointly and severally, unconditionally promises to pay such Obligations to the Lenders, or order, on demand, together with any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, 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 hereinin this Agreement, in any of the other guarantee by CIHC under this Article X shall constitute a pre-Petition unsecured claim and the Obligations guaranteed by such guarantee shall include only the Term Loan Documents or other documents relating Obligations. In order to induce the Obligations, (i) the obligations of the Guarantors under Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the other Loan Documents direct benefits to be received by each Guarantor from the proceeds of the Loans, the Borrower hereby agrees with the Administrative Agent and the Lenders that the Borrower hereby unconditionally and irrevocably, jointly and severally, guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all of the Obligations of CFCC to the Lenders. For purposes of such guaranty, the Borrower 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 treated as a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.Article X.

The Guaranty. In order to induce the Agents and the Lenders (acollectively, the “Lender Creditors”) Each Guarantorto enter into this Agreement and the Lenders to extend credit hereunder, jointly and severally to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, in recognition of the direct benefits to be received by Holdings from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, Holdings hereby agrees with the other Guarantors, Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not merely as surety: (i) to the Lender Creditors and any applicable Indemnified Person the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations described in clause (x) of the definition of “Obligations”; and (ii) to each applicable Guaranteed Creditor, the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations described in clause (y) of the Obligations definition of “Obligations” (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization ). If any or otherwise) strictly in accordance with the terms thereof); provided that all of the Guaranteed Obligations of a Guarantor shall exclude 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 Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, 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, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of 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 joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.Guaranteed

The Guaranty. For valuable consideration, the undersigned (aindividually and collectively “Guarantor”) Each Guarantorhereby unconditionally guarantees and promises to pay promptly to Agent, jointly and severally with the other Guarantorsor order, hereby guarantees to the Administrative Agent and each in lawful money of the holders United States, any and all Guaranteed Obligations of the ObligationsBorrower when due, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with , and at all times thereafter. The liability of Guarantor under this Guaranty is not limited as to the terms thereof); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any principal amount of the Guaranteed Obligations are not paid in full when due guaranteed and includes, without limitation, liability for all interest, fees, indemnities (whether at stated maturityincluding, as a mandatory prepaymentwithout limitation, by acceleration, as a mandatory Cash Collateralization or otherwisehazardous waste indemnities), the Guarantors will promptly pay the same, without any demand and other costs and expenses relating to or notice whatsoever, and that in the case of any extension of time of payment or renewal of any arising out of the Guaranteed 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 . The liability of such extension or renewal. (b) Notwithstanding Guarantor is continuing and relates to any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Guaranteed Obligations, (i) including that arising under successive transactions which shall either continue the obligations Guaranteed Obligations or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of the Guarantors Guarantor under this Agreement and the 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each For valuable consideration, the undersigned ("Guarantor") hereby unconditionally guarantees and promises to pay promptly to Western Alliance Bank, an Arizona corporation, as successor-in-interest to Bridge Bank, N.A. ("Lender"), or order, in lawful money of the United States, any and all Indebtedness of Determine, Inc., a Delaware corporation, f/k/a Selectica, Inc., and Determine Sourcing, Inc., a Delaware corporation, f/k/a Selectica Sourcing Sourcing Inc., (individually and collectively, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as suretyseverally, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full "Borrower"), to Lender when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise, and at all times thereafter. Except as otherwise provided in Section 1(b) strictly in accordance with , the terms thereofliability of Guarantor under this Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities); provided , and other costs and expenses relating to or arising out of the Indebtedness. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Guaranteed Obligations 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 a Guarantor shall exclude under this Guaranty is exclusive of Guarantor's liability under any Excluded Swap Obligations with respect to such other guaranties signed by Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityIf more than one individual or entity sign this Guaranty, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the same, without any demand or notice whatsoever, their obligations under this Guaranty shall be joint 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewalseveral. (b) Notwithstanding any provision anything to the contrary contained hereinin this Guaranty, in any the maximum liability of the other Loan Documents or other documents relating Guarantor to Lender pursuant to this Guaranty shall be an amount equal to $3,000,000.00, plus an amount equal to 90 days Finance Charge with respect to the ObligationsCash-Secured Advances II (assuming that the full amount of Cash-Secured Advances II available under the Financing Agreement (as hereinafter defined), are outstanding at all times), plus any amounts owing under Section 25 of this Guaranty (collectively, the "Guaranteed Amount"). (c) Notwithstanding anything to the contrary contained in this Guaranty, Guarantor's obligations under this Guaranty shall automatically and immediately terminate at such time as (i) the obligations of the Guarantors under this Agreement Indebtedness has been fully performed 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 indefeasibly paid in full, and (ii) no Guarantor shall by virtue all of the joint and several nature of its Lender's obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorFinancing Agreement have been terminated.

The Guaranty. (a) Each Guarantor, of the U.S. Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, the L/C Issuer, each Swap Bank, each Treasury Management Bank, the Administrative Agent and each other holder of the holders of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the all Obligations (the “Guaranteed 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, and each of the Canadian Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer, each Swap Bank, each Treasury Management Bank, the Administrative Agent and each other holder of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all 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 (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, 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, herein or in any other of the other Loan Documents Documents, Secured Swap Agreements or other documents relating to the ObligationsSecured Treasury Management Agreements, (i) the obligations of the Guarantors 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 or other applicable Law, (ii) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor, (iii) no Canadian Guarantor shall be liable in respect of any Non-Canadian Obligations, and (iv) the obligations of the U.S. Guarantors and the Canadian Guarantors under Section 4.01 are, in the case of any such obligations constituting Non-Canadian Obligations, joint and several among the U.S. Guarantors, and, in the case of any such obligations constituting Canadian Obligations, joint and several among all Guarantors.

The Guaranty. (a) Each Guarantor, Guarantor hereby jointly and severally with the other Guarantorsseverally, hereby absolutely and unconditionally guarantees to the Administrative Agent and each of the holders of Lenders the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at a stated maturity, as a mandatory prepayment, maturity or earlier by acceleration, as a mandatory Cash Collateralization reason of 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. Each Guarantor hereby further agrees that if any and performance of the Guaranteed Obligations are not paid Obligations. As used in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors 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, 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, in any of the other Loan Documents or other documents relating to the Obligations, this subsection: (i) the obligations term “Applicable Insolvency Laws” means the laws of the Guarantors under United States of America or of any State, province, nation or other governmental unit relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including, without limitation, 11 U.S.C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United States Code) as applicable in any proceeding in which the validity and/or enforceability of 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 Guaranty or any comparable provisions of any applicable state law Specified Lien is in issue; and (ii) no Guarantor shall “Specified Lien” means any security interest, mortgage, lien or encumbrance securing this Guaranty, in whole or in part. Notwithstanding any other provision of this Guaranty, if, in any proceeding, a court of competent jurisdiction determines that this Guaranty or any Specified Lien would, but for the operation of this Section, as to any Guarantor, be subject to avoidance and/or recovery or be unenforceable by virtue reason of the joint and several nature of its obligations under Applicable Insolvency Laws, this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect each such Specified Lien shall, as to such Guarantor, be valid and enforceable only to the maximum extent that would not cause this Guaranty or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Administrative Agent or any Lender on the guaranteed Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Guaranty as limited shall in all events remain in full force and effect and be fully enforceable against the relevant Guarantor. This Section is intended solely to reserve the rights of the Administrative Agent and each Lender hereunder against each Guarantor in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and no Guarantor, the Borrower nor any other guarantor of the Obligations nor any Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

The Guaranty. (a) Each Guarantorof the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent full and each of the holders of the Obligations, as hereinafter provided, as primary obligor punctual payment and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon 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. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturitySecured Obligations, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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 Guaranteed 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. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (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 Guarantors Borrower under this 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” (provided, however, that the definition of “Guaranteed Obligations” shall be limited not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to an aggregate support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount equal to the largest amount that would not render or perform such obligations obligation, subject to avoidance under any applicable grace or notice and cure period, each of the Debtor Relief Laws Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Secured Parties immediately on demand against any cost, loss or liability they incur as a result of the Borrower or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty and on the other Loan Documents be liable for any Guaranteed Obligations date when it would have been due (but so that constitute Excluded Swap Obligations with respect the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to such Guarantorpay under this Guaranty if the amount claimed had been recoverable on the basis of a guaranty).

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of all of the Obligations, Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization 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. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization cash collateralization or otherwise), the Guarantors will 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, as a mandatory Cash Collateralization cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents Documents, Swap Contracts, Treasury Management Agreements or the other documents relating to the Guaranteed Obligations, (i) the obligations of the Guarantors 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) no the Guaranteed Obligations of a Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for exclude any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each GuarantorIn order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Borrower and Guarantors from the proceeds of the Loans and the issuance of Letters of Credit, Borrower and Guarantors hereby agree with the Banks as follows: subject to paragraph (b) below, each Guarantor hereby jointly and severally with the other Guarantorsseverally, hereby unconditionally and irrevocably guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not merely as surety, surety the full and prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization acceleration or otherwise) strictly in accordance with the terms thereof); provided that , of any and all of the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that Borrower, and if any or all of the Guaranteed Obligations are not paid of Borrower become due and payable hereunder, each Guarantor unconditionally promises to pay such indebtedness to the Banks, on order or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Banks in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors 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 collecting 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding To the extent and for any provision period that the Dual Indenture remains in effect, the liability of Dual Holding Company hereunder shall never exceed a maximum of $35,000,000 in the aggregate, provided, that such liability of Dual Holding Company shall remain in effect until the final repayment of the last $35,000,000 of the Obligations outstanding and shall not be reduced by any payments (other than payments by Dual Holding Company in satisfaction of the Guaranteed Obligations) until the Obligations are reduced to a figure below that amount. Further, notwithstanding the foregoing limitation, to the contrary contained hereinextent said Dual Indenture prohibits, limits or restricts Dual Holding Company from entering into this Guaranty, in any whole or in part, the Agent, the Banks and the Letter of the other Loan Documents Credit Issuer do agree that such prohibition, limitations or other documents relating to the Obligationsrestrictions shall, (i) except as hereinbelow specifically stated, take precedence hereover and the obligations of the Guarantors under this Agreement and the other Loan Documents Dual Holding Company shall be limited subject thereto, provided, immediately upon the lifting of such prohibition, limitations or restrictions, Dual Holding Company's liability hereunder shall be immediately reinstated and all limitations therein shall be eliminated without the need for action or notice by, or to, any party, provided, notwithstanding, the maximum aggregate liability of Dual Holding Company shall remain $35,000,000 and shall not be increased above said amount. Nothing contained in this Section 13.01(b) shall affect the liability of any other Guarantor or the rights of any Bank in regard to an aggregate amount equal said parties, and shall be effective in respect of Dual Holding Company only to the largest amount that would not render such obligations subject to avoidance under limited extent and for the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) no Guarantor shall by virtue of period expressly set forth in the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorDual Indenture.

The Guaranty. (a) Each Guarantor, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter providedThe Company, as primary obligor and not merely as surety, hereby irrevocably and unconditionally guarantees (a) the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly when due of the Loans, including, without limitation, any and all renewals, extensions for any period, rearrangements or enlargements thereof, all interest (pre-petition or post-petition) accruing on the Loans (pre-petition or post-petition) and all indemnities, expenses and other amounts payable by the Lessor to the Agent or any Lender under the Credit Agreement, the Notes and the other Transaction Documents and (b) the punctual performance of all obligations and agreements of the Lessor to or in favor of the Agent or the Lenders under the Credit Agreement, the Notes and the other Transaction Documents (all of the foregoing obligations in clauses (a) and (b) above being referred to collectively as the "GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses (including reasonable attorneys' fees and expenses) incurred by the Agent and the Lenders and their respective successors, transferees and assigns in enforcing any rights under this Guaranty (Lessor); PROVIDED that, if the Company shall have paid the Final Rent Payment or Completion Costs Payment, as applicable, and returned the Facility to the Lessor in accordance with Section 16 of the terms thereof); provided Lease, the Company shall have no obligation under this Guaranty (Lessor) or otherwise to pay any portion of the principal amount of the Tranche B Loans. Without limiting the generality of the foregoing, the Company's liability shall extend to all amounts that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any constitute part of the Guaranteed Obligations and would be owed by the Lessor to the Agent or the Lenders but for the fact that they are unenforceable or not paid in full allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Lessor. For purposes of determining when due an obligation is "due" for purposes of this Guaranty (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwiseLessor), the Guarantors 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 such term shall be promptly paid in full when interpreted to mean 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. this Guaranty (bLessor) Notwithstanding any provision and without regard to the contrary contained hereinamendment, modification or rejection of any Guaranteed Obligation in any of the other Loan Documents bankruptcy or other documents relating to the Obligations, (i) the obligations of 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 joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorreorganization proceeding.

The Guaranty. (a) Each GuarantorGuarantor unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligationsseverally, as hereinafter provided, as a primary obligor and not merely as a surety: (x) the due and punctual payment of all Second Lien Credit Obligations of the Borrower whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (and including all liabilities in connection with any notes, bills or other instruments accepted by any Credit Party in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof, and (y) the due and punctual performance of all covenants, agreements, obligations and liabilities of Holdings, the prompt payment of Borrower and the Obligations Other Loan Parties under or pursuant to the Loan Documents (all such monetary and other obligations being herein collectively referred to as the “Guaranteed Obligations”) ). Anything contained 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors 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, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision this Agreement to the contrary contained hereinnotwithstanding, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of the Guarantors under this Agreement and the other Loan Documents each Subsidiary Guarantor hereunder shall be limited to an a maximum aggregate amount equal to the largest greatest amount that would not render such Subsidiary 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 Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor (i) in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by such Subsidiary Guarantor hereunder or (B) has been pledged to, and is enforceable by, the Collateral Agent on behalf of the Credit Parties and (ii) no under any guaranty of Indebtedness subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Subsidiary Guarantor shall by virtue hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Subsidiary Guarantor to the value (as determined under the applicable provisions of the joint Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Subsidiary Guarantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among such Subsidiary Guarantor and several nature other Affiliates of its the Borrower of obligations arising under guaranties by such parties (including the agreements in Article II of this Guaranty Agreement). If any Subsidiary Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the total amount of the Guaranteed Obligations, then it is understood and agreed that the other Loan Documents be liable for any portion of the Guaranteed Obligations that constitute Excluded Swap for which such Subsidiary Guarantor is liable hereunder shall be the last portion of the Guaranteed Obligations with respect to such Guarantorbe repaid.

The Guaranty. (a) Each GuarantorIn order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Guarantors from the extensions of credit hereunder, each Guarantor hereby agrees with Administrative Agent and the Secured Parties as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, to Administrative Agent and the other Secured Parties of any and all Secured Obligations. If any or all of the Secured Obligations (becomes due and payable hereunder, each Guarantor unconditionally promises to pay such indebtedness to Administrative Agent and the “Guaranteed Obligations”) other Secured Parties, on order, or demand, together with any and all reasonable expenses which may be incurred by Administrative Agent and the other Secured Parties 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if collecting any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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 Secured 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. (b) . Notwithstanding any provision to the contrary contained herein, herein or in any other of the other Loan Documents or other documents relating Documents, to the Obligations, (i) extent the obligations of a Guarantor 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 Guarantors under this Agreement and the other Loan Documents obligations of each such Guarantor hereunder shall be limited to an aggregate the maximum amount equal that is permissible under Applicable Law (whether federal or state and including, without limitation, the Bankruptcy Code). Each Guarantor’s maximum obligations hereunder (the “Maximum Guarantor Liability”) in any case or proceeding referred to below (but only in such a case or proceeding) shall not be in excess of: (i) in a case or proceeding commenced by or against such Guarantor under the largest Bankruptcy Code on or within two years from the date on which any of the Secured Obligations are incurred, the maximum amount that would not render otherwise cause the obligations of such Guarantor under this Subsection 9.20 (or any other obligations of such Guarantor to Administrative Agent, the Lenders and any other Person holding any of the Secured Obligations) to be avoidable or unenforceable against such Guarantor under (A) Section 548 of the Bankruptcy Code or (B) any state fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (ii) in a case or proceeding commenced by or against such Guarantor under the Bankruptcy Code subsequent to two years from the date on which any of the Secured Obligations of such Guarantor are incurred, the maximum amount that would not otherwise cause the obligations of such Guarantor under this Subsection 9.20 (or any other obligations of such Guarantor to Administrative Agent, Lenders and any other Person holding any of the Secured Obligations) to be avoidable or unenforceable against such Guarantor under any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding by virtue of Section 544 of the Bankruptcy Code; (iii) in a case or proceeding commenced by or against such Guarantor under any law, statute or regulation other than the Bankruptcy Code relating to dissolution, liquidation, conservatorship, bankruptcy, moratorium, readjustment of debt, compromise, rearrangement, receivership, insolvency, reorganization or similar debtor relief from time to time in effect affecting the rights of creditors generally (collectively, “Other Debtor Relief Law”), the maximum amount that would not otherwise cause the obligations of such Guarantor under this Subsection 9.20 (or any other obligations of such Guarantor to Administrative Agent, the Lenders and any other Person holding any of the Secured Obligations) to be avoidable or unenforceable against such Guarantor under such Other Debtor Relief Law, including, without limitation, any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding. (The substantive state or federal laws under which the possible avoidance or unenforceability of the obligations of such Guarantor under this Subsection 9.20 (or any other obligations of Guarantor to Administrative Agent, the Lenders and any other Person holding any of the Secured Obligations) shall be determined in any such case or proceeding shall hereinafter be referred to as the “Avoidance Provisions”.) To the extent set forth above, but only to the extent that the obligations of such Guarantor under this Subsection 9.20, or the transfers made by such Guarantor under the Security Documents to which it is a party, would otherwise be subject to avoidance under any Avoidance Provisions if such Guarantor is not deemed to have received valuable consideration, fair value, fair consideration or reasonably equivalent value for such transfers or obligations, or if such transfers or obligations of such Guarantor under this Subsection 9.20 would render such Guarantor insolvent, or leave such Guarantor with an unreasonably small capital or unreasonably small assets to conduct its business, or cause such Guarantor to have incurred debts (or to have intended to have incurred debts) beyond its ability to pay such debts as they mature, in each case as of the Debtor Relief Laws time any of the obligations of such Guarantor are deemed to have been incurred and transfers made under such Avoidance Provisions, then such obligations shall be reduced to that amount which, after giving effect thereto, would not cause the obligations of such Guarantor under this Subsection 9.20 (or any comparable provisions other obligations of such Guarantor to Administrative Agent, the Lenders or any applicable state law and (ii) no Guarantor shall by virtue other Person holding any of the joint Secured Obligations), as so reduced, to be subject to avoidance under such Avoidance Provisions. This paragraph is intended solely to preserve the rights hereunder of Administrative Agent, the Lenders and several nature any other Person holding any of its the Secured Obligations to the maximum extent that would not cause the obligations of such Guarantor under this Guaranty Subsection 9.20 to be subject to avoidance under any Avoidance Provisions, and neither such Guarantor nor any other Person shall have any right, defense, offset, or claim under this paragraph as against Administrative Agent, the Lenders or any other Person holding any of the Secured Obligations that would not otherwise be available to such Person under the Avoidance Provisions. Each Guarantor agrees that the obligations of such Guarantor under this Subsection 9.20 may at any time and from time to time exceed the Maximum Guarantor Liability, without impairing the guaranty or any provision contained herein or affecting the rights and remedies of Administrative Agent and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such GuarantorLenders hereunder.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment and performance when due (awhether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iii) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (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” (provided, however, that the definition of “Guaranteed Obligations” shall not create or include any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each Guarantorof the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, hereby guarantees to 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 the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization Borrower or otherwise), the Guarantors 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 Obligationsits Affiliates not paying any amount which would, the same will be promptly paid in full when due (whether at extended maturitybut for such unenforceability, as a mandatory prepaymentinvalidity or illegality, have been payable by 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, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of 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 joint and several nature of its obligations under this Guaranty and on the other Loan Documents be liable for any Guaranteed Obligations date when it would have been due (but so that constitute Excluded Swap Obligations with respect the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to such Guarantorpay under this Guaranty if the amount claimed had been recoverable on the basis of a guaranty).

The Guaranty. For valuable consideration, the undersigned (awhether one or more than one "Guarantor") Each Guarantorhereby unconditionally guarantees and promises to pay promptly to Bank of America, jointly N.A., its subsidiaries and severally with the other Guarantorsaffiliates (collectively, hereby guarantees to the Administrative Agent and each "Bank"), or order, in lawful money of the holders of the ObligationsUnited States, as hereinafter providedany and all Indebtedness (defined below) to Bank when due, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise, and at all times thereafter. The liability of Guarantor under this Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities, and other costs and expenses relating to or arising out of the Indebtedness and for all swap, derivative, foreign exchange or hedge or other similar transaction or arrangement (“Swap Obligations”) strictly in accordance with now or hereafter owing from Advanced Energy Industries, Inc. ("Borrower") or any Guarantor to Bank. No Guarantor will be deemed to be a guarantor of any Swap Obligation to the terms thereof); provided extent that such Guarantor is not an Eligible Contract Participant at the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations time such guaranty becomes effective with respect to such Swap Obligations as set forth in the Commodities Exchange Act (7 U.S.C., Sec. 1, et. seq.). The liability of 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 guaranties signed by Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityIf multiple entities sign this Guaranty, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors 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, 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, in any of the other Loan Documents or other documents relating to the Obligations, (i) the obligations of 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 joint and several nature of its their obligations under this Guaranty shall be joint and several. If multiple entities sign this Guaranty, each entity comprising Guarantor waives any rights it has or may have under C.R.S. § ▇▇-▇▇-▇▇▇ or § ▇▇-▇▇-▇▇▇ (or under any corresponding future statute or rule of law in any jurisdiction) by reason of any release of fewer than all of the parties comprising Guarantor. "Indebtedness" shall mean and includes (a) any and all advances, debts, obligations and liabilities of Borrower previously, now or later made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, under that certain Loan Agreement dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Loan Agreement) among Borrower and the Bank, (b) any and all advances, debts, obligations and liabilities of Borrower or any Guarantor previously, now or later made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, arising under Swap Obligations and (c) obligations of Borrower or any Guarantor under any treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other Loan Documents cash management services, and whether the Borrower or any Guarantor may be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations individually or jointly with respect to others, or whether recovery upon such GuarantorIndebtedness may be or later becomes unenforceable.

The Guaranty. (a) Each Guarantorof the Guarantors hereby unconditionally guarantees, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent Guarantors and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of the Obligations (the “Guaranteed Obligations”) in full and performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon 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. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityObligations, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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 Guaranteed 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. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligationslimitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of 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 any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by any Borrower or any of its Subsidiaries under the Guarantors under this 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) no Guarantor shall by virtue cure period, each of the joint Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and several nature 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 its obligations under the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorunconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. (a) Each Guarantor, of the Guarantors hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank, 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 the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor The Guarantors hereby further agrees agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will 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, 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, herein or in any other of the other Loan Documents Credit Documents, Swap Contracts or other documents relating to the ObligationsTreasury Management Agreements, (ia) the obligations of the Guarantors 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 by virtue 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 joint Commodity Exchange Act, as further defined and several nature 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 its 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 Guaranty and Article IV by a Guarantor that qualifies as an “Eligible Contract Participant” under § 1a(18)(A)(v)(I) of the other Loan Documents Commodity Exchange Act shall be liable for any Guaranteed taken into account. Obligations that constitute Excluded Swap Obligations with respect to such GuarantorUnconditional.

The Guaranty. (a) Each GuarantorIn order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Subsidiary Guarantors from the extensions of credit hereunder, each of the Subsidiary Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: the Subsidiary Guarantor hereby unconditionally and irrevocably jointly and severally with guarantees as primary obligor and not merely as surety the other Guarantorsfull and prompt payment when due, hereby guarantees whether upon maturity, by acceleration or otherwise, of any and all Obligations of Borrower to the Administrative Agent and each the Lenders. If any or all of the holders Obligations of Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder, each Subsidiary Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent and the Lenders, on order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors 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, 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, herein or in any other of the other Loan Documents or other documents relating Documents, to the Obligations, (i) extent the obligations of a Subsidiary Guarantor 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 Guarantors under this Agreement and the other Loan Documents obligations of each such Subsidiary Guarantor hereunder shall be limited to an aggregate the maximum amount equal that is permissible under Applicable Law (whether federal or state and including, without limitation, the Bankruptcy Code). Each Subsidiary Guarantor's maximum Obligations hereunder (the "Maximum Guarantor Liability") in any case or proceeding referred to below (but only in such a case or proceeding) shall not be in excess of: (i) in a case or proceeding commenced by or against such Subsidiary Guarantor under the largest Bankruptcy Code on or within one year from the date on which any of the Obligations are incurred, the maximum amount that would not render otherwise cause the Obligations of such Subsidiary Guarantor under this Subsection 9.19 (or any other obligations of such Subsidiary Guarantor to Administrative Agent, Lenders and any other Person holding any of the Obligations) to be avoidable or unenforceable against such Subsidiary Guarantor under (A) Section 548 of the Bankruptcy Code or (B) any state fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (ii) in a case or proceeding commenced by or against such Subsidiary Guarantor under the Bankruptcy Code subsequent to one year from the date on which any of the Obligations of such Subsidiary Guarantor are incurred, the maximum amount that would not otherwise cause the Obligations of such Subsidiary Guarantor under this Subsection 9.19 (or any other obligations of such Subsidiary Guarantor to Administrative Agent, Lenders and Amended and Restated Credit Agreement/D&E Communications, Inc. any other Person holding any of the Obligations) to be avoidable or unenforceable against such Subsidiary Guarantor under any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (iii) in a case or proceeding commenced by or against such Subsidiary Guarantor under any law, statute or regulation other than the Bankruptcy Code relating to dissolution, liquidation, conservatorship, bankruptcy, moratorium, readjustment of debt, compromise, rearrangement, receivership, insolvency, reorganization or similar debtor relief from time to time in effect affecting the rights of creditors generally (collectively, "Other Debtor Relief Law"), the maximum amount that would not otherwise cause the Obligations of such Subsidiary Guarantor under this Subsection 9.19 (or any other obligations of such Subsidiary Guarantor to Administrative Agent, Lenders and any other Person holding any of the Obligations) to be avoidable or unenforceable against such Subsidiary Guarantor under such Other Debtor Relief Law, including, without limitation, any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding. (The substantive state or federal laws under which the possible avoidance or unenforceability of the Obligations of such Subsidiary Guarantor under this Subsection 9.19 (or any other obligations of Subsidiary Guarantor to Administrative Agent, Lenders and any other Person holding any of the Obligations) shall be determined in any such case or proceeding shall hereinafter be referred to as the "Avoidance Provisions"). To the extent set forth above, but only to the extent that the Obligations of such Subsidiary Guarantor under this Subsection 9.19, or the transfers made by such Subsidiary Guarantor under the Security Documents to which it is a party, would otherwise be subject to avoidance under any Avoidance Provisions if such Subsidiary Guarantor is not deemed to have received valuable consideration, fair value, fair consideration or reasonably equivalent value for such transfers or obligations, or if such transfers or Obligations of such Subsidiary Guarantor under this Subsection 9.19 would render such Subsidiary Guarantor insolvent, or leave such Subsidiary Guarantor with an unreasonably small capital or unreasonably small assets to conduct its business, or cause such Subsidiary Guarantor to have incurred debts (or to have intended to have incurred debts) beyond its ability to pay such debts as they mature, in each case as of the Debtor Relief Laws time any of the Obligations of such Subsidiary Guarantor are deemed to have been incurred and transfers made under such Avoidance Provisions, then the Obligations shall be reduced to that amount which, after giving effect thereto, would not cause the Obligations of such Subsidiary Guarantor under this Subsection 9.19 (or any comparable provisions other obligations of such Subsidiary Guarantor to Administrative Agent, Lenders or any applicable state law and (ii) no Guarantor shall by virtue other Person holding any of the joint Obligations), as so reduced, to be subject to avoidance under such Avoidance Provisions. This paragraph is intended solely to preserve the rights hereunder of Administrative Agent, Lenders and several nature any other Person holding any of its obligations the Obligations to the maximum extent that would not cause the Obligations of such Subsidiary Guarantor under this Guaranty Subsection 9.19 to be subject to avoidance under any Avoidance Provisions, and neither such Subsidiary Guarantor nor any other Person shall have any right, defense, offset, or claim under this paragraph as against Administrative Agent, Lenders or any other Person holding any of the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect would not otherwise be available to such GuarantorPerson under the Avoidance Provisions. Each Subsidiary Guarantor agrees that the Obligations of such Subsidiary Guarantor under Amended and Restated Credit Agreement/D&E Communications, Inc. this Subsection 9.19 may at any time and from time to time exceed the Maximum Guarantor Liability, without impairing the guaranty or any provision contained herein or affecting the rights and remedies of Lenders and Administrative Agent hereunder.

The Guaranty. (a) Each GuarantorFor valuable consideration, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders Guarantors hereby unconditionally guarantees and promises to pay promptly to Agent for the benefit of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment Guarantied Parties in lawful money of the United States, any and all Obligations (of the “Guaranteed Obligations”) in full Borrower when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization upon acceleration or otherwise) strictly in accordance with , and at all times thereafter. The liability of each Guarantor under this Guaranty is not limited as to the terms thereofprincipal amount of the Obligations guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities); provided , and other costs and expenses relating to or arising out of the Obligations and for all swap, option, or forward obligations now or hereafter owing from Borrower to Agent for the benefit of the Guarantied Parties. The liability of each Guarantor is continuing and relates to any Obligations, including those arising under successive transactions which shall either continue the Obligations or from time to time renew it after it has been satisfied. This Guaranty replaces and supersedes that certain Master Guaranty dated as of March 12, 2004, but is otherwise cumulative and does not supersede any other outstanding guaranties of the Guaranteed Obligations Guarantors related to the Obligations, and the liability of a each Guarantor shall exclude under this Guaranty is exclusive of such Guarantor's liability under any Excluded Swap Obligations with respect to other guaranties signed by such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors 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, 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, in any of the other Loan Documents or other documents relating to the Obligations, (i) the its obligations of the Guarantors under this Agreement and the other Loan Documents Guaranty shall be limited to an aggregate amount equal to joint and several with those of all other Guarantors. Each 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) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors (aother than the Company) Each Guarantor, hereby jointly and severally with the other Guarantors, hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank, 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 the Obligations (the “Guaranteed 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); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor of the Guarantors (other than the Company) hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will (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 Guaranteed 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. . The Company hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank, the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Foreign Obligations in full when due (bwhether 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, herein or in any other of the other Loan Documents Documents, Swap Contracts or other documents relating to the ObligationsTreasury Management Agreements, (i) the obligations of the Guarantors 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 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 joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to such Guarantorlaw.