Common use of The Guaranty Clause in Contracts

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Administrative Agent, each Affiliate of a Lender party to a the Lenders, the Qualifying Swap Contract or Providers, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or herein, in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent, each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with the Borrower or any Subsidiary, each Secured Swap Provider that enters into a Loan Party, Swap Contract with the Borrower or any Subsidiary and each other holder of the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan DocumentsDocuments or the other documents relating to the Obligations, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each applicable Affiliate of a Lender that is party to a Swap Contract Secured Hedge Agreement or a Treasury Management Agreement (and each Person (and/or each applicable Affiliate thereof) that ceases to be a Lender as a result of an assignment in accordance with the terms of Section 11.06 or Section 11.13 or an amendment of this agreement in accordance with the terms of Section 11.01 that is party to a Loan PartySecured Hedge Agreement), the Collateral Agent and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender Documents or Affiliate of a Lender Secured Hedge Agreements or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Administrative Agent, each Affiliate of a Lender party to a the Lenders, the Qualifying Swap Contract or Banks, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or herein, in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Collateral Agent, each Affiliate for the benefit of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedSecured Parties, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or herein, in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

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

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or a Treasury Management Agreement with a Loan PartyAgreement, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Documents or Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) no Guarantor shall be deemed under this Section 4 to be a guarantor of any Obligations arising under any Swap Contracts if such Guarantor was not an “Eligible Contract Participant” as defined in § 1a(18) of the Obligation Commodity Exchange Act, as further defined and modified by the final rules issued jointly by the Commodity Futures Trading Commission and the SEC as published in 77 FR 30596 (May 23, 2012) (as amended, modified or replaced from time to time, collectively, with the Commodity Exchange Act, the “ECP Rules”), at the time the guaranty of such obligations was entered into, and at such other relevant time or time as provided in the ECP Rules or otherwise, and to the extent that the providing of such guaranty by such Guarantor would violate the ECP Rules or any other Applicable Law or regulation; provided however that in determining whether any Guarantor is an “Eligible Contract Participant” under the ECP Rules, the guaranty of the Obligations of such Guarantor under this Article IV by a Guarantor that are guaranteed qualifies as an “Eligible Contract Participant” under this Guaranty § 1a(18)(A)(v)(I) of the Commodity Exchange Act shall exclude any Excluded Swap Obligations with respect to such Guarantorbe taken into account.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all of the agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by any Borrower or any comparable provisions of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan PartyContract, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan DocumentsDocuments or Swap Contracts, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or Laws, any comparable provisions of any applicable state law Law or any applicable corporate or other organizational Laws relating to the ability of an entity to approve and authorize Guarantees or Indebtedness (iior the effectiveness of any such approval or authorization) the Obligation in excess of a Guarantor an amount that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to would render such Guarantorentity insolvent or such other amount as may be established by such Law.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Partyrespect to the Loans, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoeverwhatsoever (except for such notices as may be specifically required by the terms of the Loan Documents), and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due after the expiration of all applicable grace or cure periods (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Documents or Swap Contracts entered into in connection with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe Loans, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each For valuable consideration, the undersigned ("Guarantor") hereby unconditionally guarantees and promises to pay promptly to Bank of America, N.A., its subsidiaries and affiliates (collectively, "Bank"), or order, in lawful money of the Guarantors hereby jointly United States, any and severally guarantees to each Lenderall Indebtedness of GSE Systems, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan PartyInc. and GSE Power Systems, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyInc. (collectively, the prompt payment of all Obligations in full "Borrower") to Bank when due (due, whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof, and at all times thereafter. The Guarantors hereby further agree that if any liability of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and other costs and expenses relating to or arising out of the Indebtedness and for all Swap Obligations now or hereafter owing from Borrower to Bank. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor's liability under any other Loan Documents guaranties signed by Guarantor. If multiple individuals or entities sign this Guaranty, their obligations under this Guaranty shall be limited to an aggregate amount equal to joint and several. If Guarantor is a subsidiary or affiliate of Borrower, Guarantor's liability hereunder shall not exceed at any one time the largest amount during the period commencing with Guarantor's execution of this Guaranty and thereafter that would not render such Guarantor's obligations hereunder subject to avoidance under Section 548 of the Debtor Relief Laws Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and L/C Issuer as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or Laws, any comparable provisions of any applicable state law Law or any applicable corporate or other organizational Laws relating to the ability of an entity to approve and authorize or make Guarantees or Indebtedness (iior the effectiveness of any such approval or authorization or making) the Obligation in excess of a Guarantor an amount that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to would render such Guarantorentity insolvent or such other amount as may be established by such Law.

The Guaranty. Each of the Guarantors (other than the Company) hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan Party, Bank and the Administrative Agent as hereinafter providedAgent, as primary obligor and not as surety, the prompt payment and performance of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Each of the Guarantors (other than the Company) hereby further agree agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors (other than the Company) will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. The Company hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent, as primary obligor and not as surety, the prompt payment and performance of the Foreign Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Foreign Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Foreign Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents (other than the Company) shall be limited to an aggregate amount equal to the largest amount that would not render such obligations voidable or subject to avoidance under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable Debtor Relief Laws Law or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to after taking into account, among other things, such Guarantor’s right of contribution and indemnification from each other Guarantor under Section 4.06.

The Guaranty. Each of the Guarantors Guarantors, if any, hereby jointly and severally guarantees to each Lender, the L/C Issuer, each Affiliate of a Lender party to that enters into a Swap Contract or a Treasury Management Agreement with a any Loan PartyParty or any Subsidiary, and the Administrative Agent and each other holder of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors Guarantors, if any, hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor (in its capacity as such), if any, under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Secured Swap Contracts with a Lender Agreements or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors hereby jointly and severally guarantees direct benefits to each Lender, each Affiliate be received by the Company from the proceeds of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, the Loans and the Administrative Agent issuance of the Letters of Credit, the Company hereby agrees with the Lenders as hereinafter provided, follows: the Company hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise, of any and all of the Guaranteed Obligations (other than, with respect to the Company, any Excluded Swap Obligations of the Company) strictly of the Subsidiary Borrowers to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of such Borrowers to the Guaranteed Creditors becomes due and payable hereunder, the Company unconditionally promises to pay such indebtedness to the Administrative Agent and/or the Lenders, on demand, together with any and all reasonable, out-of-pocket expenses which may be incurred by the Administrative Agent or the Lenders in accordance with the terms thereof. The Guarantors hereby further agree that if collecting any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case recovery of any extension of time of amount or amounts received in payment or renewal on account of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding Guaranteed Obligations and any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender aforesaid payees repays all or Affiliate part of a Lender or Treasury Management Agreements with a Lender or Affiliate said amount by reason of a Lender, (i) the obligations any judgment, decree or order of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render any court or administrative body having jurisdiction over such obligations subject to avoidance under the Debtor Relief Laws payee or any comparable provisions of any applicable state law and its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Obligation Borrowers), then and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of a Guarantor that are guaranteed the guaranty under this Guaranty Section 15 or other instrument evidencing any liability of any Borrower, and the Company shall exclude be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any Excluded Swap Obligations with respect to such Guarantorpayee.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any comparable provisions of its Subsidiaries, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each of the Guarantors hereby jointly and severally (subject to Section 2.16(b) in the case of Designated Borrowers) guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severallyseverally (subject to Section 2.16(b) in the case of Designated Borrowers), promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Secured Swap Contracts with a Lender Agreements or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and law, (ii) the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorGuarantor and (iii) the obligations of each Guarantor that is a Designated Borrower shall be subject to Section 2.16(b).

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer and each Affiliate other holder of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereofthereof (for each Guarantor, subject to the following paragraph, its “Guaranteed Obligations”). The Guarantors hereby further agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe other documents relating to the Obligations, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent, each Lender, Lender or each Affiliate of a Lender party to that enters into a Swap Contract and, to the extent provided therein, to each Lender or Affiliate of a Lender that enters into a Treasury Management Agreement with a Loan Partythe Borrower or any Subsidiary, and each other holder of the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan DocumentsDocuments or the other documents relating to the Obligations, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

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

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent, each Lender, each Affiliate of a Lender party to that enters into Bank Products or a Swap Contract Hedging Transaction with the Borrower or Treasury Management Agreement with a Loan Partyany Subsidiary, and each other holder of the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code of the United States (or any equivalent provision under Debtor Relief Laws)) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are is not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code of the United States (or any equivalent provision under Debtor Relief Laws)), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code of the United States (or any equivalent provision under Debtor Relief Laws)) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan DocumentsDocuments or the other documents relating to the Obligations, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaws.

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

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

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

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

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

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Secured Swap Contracts with a Lender Agreements or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each of the Subsidiary Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Subsidiary Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Subsidiary Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) The Company hereby guarantees to each Lender and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Designated Borrower Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Designated Borrower Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Designated Borrower Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (c) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Agent, each Affiliate of a Lender party to a the Lenders, the Qualifying Swap Contract or Banks, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or herein, in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Administrative Agent, each Affiliate of a Lender party to a the Lenders, the Qualifying Swap Contract or Providers, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that that, if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that that, in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or herein, in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lender, other documents relating to the Obligations: (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and law; and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby Guarantor unconditionally guarantees, jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedother Guarantors, as a primary obligor and not merely as a surety: (x) the due and punctual payment of: (i) all principal of, premium, if any, and interest on any Loan incurred by any Other Loan Party under, or any Note issued by any Other Loan Party pursuant to, the prompt payment Credit Agreement or any other Loan Document (including, without limitation, any interest which accrues after the commencement of any (A) voluntary or involuntary case or proceeding under any Debtor Relief Laws with respect to any Loan Party, (B) other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation or similar case or proceeding with respect to any Loan Party or any material portion of its respective assets, (C) liquidation, dissolution, reorganization or winding up of any Loan Party whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (D) assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Loan Party (each an “Insolvency or Liquidation Proceeding”), whether or not allowed or allowable as a claim in any such proceeding); (ii) all fees, expenses, indemnification obligations and other amounts of whatever nature now or hereafter payable by any Other Loan Party pursuant to the Credit Agreement or any other Loan Document (including, without limitation, any amounts which accrue after the commencement of any Insolvency or Liquidation Proceeding with respect to such Other Loan Party, whether or not allowed or allowable as a claim in any such proceeding); (iii) all expenses of any Agent as to which one or more of them have a right to reimbursement by any Loan Party under Section 2.07 of this Agreement, Section 10.04(a) of the Credit Agreement or under any other similar provision of any other Loan Document, including, without limitation, any and all sums advanced by the Collateral Agent to preserve the Collateral or preserve its security interests in the Collateral to the extent permitted under any Loan Document or applicable Requirement of Law; (iv) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement by any Loan Party under Section 10.04(b) of the Credit Agreement or under any other similar provision of any other Loan Document; (v) all other amounts now or hereafter payable by any Other Loan Party and all other obligations or liabilities now existing or hereafter arising or incurred on the part of any Other Loan Party pursuant to any Loan Document (including, without limitation, any amounts which accrue after the commencement of any Insolvency or Liquidation Proceeding with respect to such Other Loan Party, whether or not allowed or allowable as a claim in any such proceeding); (vi) all obligations (other than Excluded Swap Obligations) of a Loan Party permitted under the Credit Agreement owed or owing under any Secured Hedge Agreement to any Hedge Bank and all costs and expenses incurred in connection with enforcement and collection of the obligations described in this clause (vi), including the fees, charges and disbursement of counsel; and (vii) all obligations of a Loan Party permitted under the Credit Agreement owed or owing under any Secured Cash Management Agreement to any Cash Management Bank and all costs and expenses incurred in connection with enforcement and collection of the obligations described in this clause (vii), including the fees, charges and disbursement of counsel; in each case 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 Secured 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 Obligations covenants, agreements, obligations and liabilities of Holdings and each Other Loan Party under or pursuant to the Finance Documents (all such monetary and other obligations referred to in full when due clauses (whether at stated maturity, x) and (y) above (other than Excluded Swap Obligations) being herein collectively referred to as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof“Guaranteed Obligations”). The Guarantors hereby further agree that if any books and records of the Administrative Agent showing the amount of the Guaranteed Obligations are not paid shall be admissible in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration evidence in any action or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoeverproceeding, and that in shall be binding upon each Guarantor and conclusive, absent manifest error, for the case purpose of any extension of time of payment or renewal of any establishing the amount of the Guaranteed Obligations, the same will be promptly paid . Anything contained in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision this Agreement to the contrary contained herein or in any other of the Loan Documentsnotwithstanding, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Subsidiary Guarantor under this Agreement and (other than any parent of the other Loan Documents Borrowers with respect to Guaranteed Obligations owed or owing by such Borrowers or its Subsidiaries, to the extent constituting a downstream guarantee not subject to Fraudulent Transfer Laws) 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 the Debtor Relief Laws Bankruptcy 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 any Other Loan Party 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 Secured Parties and (ii) under any guaranty of Indebtedness subordinated in right of payment to the Obligation Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of a such Subsidiary Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Subsidiary Guarantor to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Subsidiary Guarantor pursuant to (A) applicable Requirements of Law or (B) any agreement providing for an equitable allocation among such Subsidiary Guarantor and any Other Loan Party and its Affiliates of obligations arising under guaranties by such parties (including the agreements in Article III of this Agreement). If any Subsidiary Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that are guaranteed is less than the total amount of the Guaranteed Obligations, then it is understood and agreed that the portion of the Guaranteed Obligations for which such Subsidiary Guarantor is liable hereunder shall be the last portion of the Guaranteed Obligations to be repaid by such Subsidiary Guarantor. For the avoidance of doubt, no Guarantor shall be deemed under this Guaranty shall exclude Agreement to be a guarantor of any Excluded Swap Obligations to the extent that the providing of such guaranty by such Guarantor would violate the Commodity Exchange Act by virtue of such Guarantor’s failure to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time such guaranty becomes effective with respect to such GuarantorSwap Obligations.

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

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

The Guaranty. (a) Each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Administrative Agent, each Affiliate of a Lender party to a the Lenders, the Qualifying Swap Contract or Banks, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full (other than contingent and indemnified obligations not then due and owing) when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. . (b) Notwithstanding any provision to the contrary contained herein or herein, in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors (a) The Subsidiary Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan Party, Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors Subsidiary Guarantor hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, Subsidiary Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) The Company hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Designated Borrower Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Designated Borrower Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Designated Borrower Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (c) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or a Treasury Management Agreement with a Loan PartyAgreement, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Documents or Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each of the Subsidiary Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and each other holder of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Subsidiary Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Subsidiary Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) The Parent Borrower hereby guarantees to each Lender, each Administrative Agent and each other holder of the Canadian Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Canadian Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Parent Borrower hereby further agrees that if any of the Canadian Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Parent Borrower will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Canadian Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (c) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each On and after the Funding Date, each of the Guarantors hereby jointly and severally guarantees to each Lenderthe Administrative Agent, each Affiliate of a Lender party to a the Lenders, the Qualifying Swap Contract or Providers, the Qualifying Treasury Management Agreement with a Loan Party, Banks and the Administrative Agent other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or herein, in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Agreements, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

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

The Guaranty. Each In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements, Designated Hedge Agreements and Designated Treasury Services Agreements in recognition of the Guarantors hereby jointly direct and severally guarantees indirect benefits to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, be received by Holdings and the Administrative Agent MLP from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements, Designated Hedge Agreements and Designated Treasury Services Agreements, Holdings and the MLP each hereby agrees with the Guaranteed Creditors as hereinafter provided, follows (in the case of the MLP for this entire Section 14 upon accession to this Agreement): Holdings and the MLP each hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly , of any and all of its Obligations to the Guaranteed Creditors. If any or all of the Obligations of Holdings or the MLP to the Guaranteed Creditors becomes due and payable hereunder, each of Holdings and the MLP, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in accordance with collecting any of the Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms thereofhereof shall be conclusively presumed to have been created in reliance hereon. The Guarantors hereby further agree that if If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, aforesaid payees repays all or part of said amount by acceleration or otherwise) in accordance with the terms reason of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations any judgment, decree or order of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render any court or administrative body having jurisdiction over such obligations subject to avoidance under the Debtor Relief Laws payee or any comparable provisions of any applicable state law and its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Obligation Borrower), then and in such event each of a Guarantor Holdings and the MLP agrees that are guaranteed under any such judgment, decree, order, settlement or compromise shall be binding upon Holdings and the MLP, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of any the Borrower, and Holdings and the MLP shall exclude each be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any Excluded Swap Obligations with respect to such Guarantorpayee.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrowers pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrowers to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Company or its Subsidiaries 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 Company or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services 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 (iiv) the Obligation punctual and faithful performance, keeping, observance, and fulfillment by the Borrowers of a all of the agreements, conditions, covenants, and obligations of the Borrowers contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create or include any guarantee by any Guarantor that are guaranteed under this Guaranty shall exclude of any Excluded Swap Obligations with respect 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 any Borrower or any of its Affiliates, as applicable, to pay punctually any such Guarantoramount 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.

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

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Secured Swap Contracts with a Lender Agreements or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each of the Domestic Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Secured Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Credit Party Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Domestic Guarantors hereby further agree that if any of the Credit Party Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Domestic Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Credit Party Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Each of the Foreign Guarantors hereby jointly and severally guarantees to each Secured Party, as primary obligor and not as surety, the prompt payment of the Foreign Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. Each of the Foreign Guarantors hereby further agrees that if any of such obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Foreign Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of such obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding the foregoing, a Foreign Guarantor shall not be required to guarantee any Foreign Obligation if, in the good faith judgment of the Company, doing so would give rise to an adverse tax consequence under Section 956 of the Code. (c) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor (in its capacity as such) under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. (a) Each of the Domestic Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and each of the holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Domestic Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Domestic Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Each of the Foreign Guarantors hereby jointly and severally guarantees to the Administrative Agent and each of the holders of the Foreign Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Foreign Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. Each of the Foreign Guarantors hereby further agrees that if any of such obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Foreign Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of such obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (c) Notwithstanding any provision to the contrary contained herein or in any other of the Loan DocumentsCredit Documents or Swap Contracts, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor (in its capacity as such) under this Credit Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaw.

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

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

The Guaranty. (a) Each of the Domestic Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or a Treasury Management Agreement with a Loan PartyAgreement, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Domestic Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Domestic Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Each of the Foreign Guarantors hereby jointly and severally guarantees to 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 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. (d) Notwithstanding any provision to the contrary contained herein or in any other of the Loan DocumentsDocuments or Swap Contracts, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaw.

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

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement, (iv) all other amounts payable by any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement and the other Loan Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all of the agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Obligations”). Upon (x) the failure by any Borrower or any comparable provisions of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement or the relevant Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. (a) Each of the Subsidiary Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan Party, Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Subsidiary Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Subsidiary Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) The Company hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Designated Borrower Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Designated Borrower Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Designated Borrower Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (c) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each of the Guarantors Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization, or otherwise) strictly in accordance with the terms thereof. The Guarantors Each Guarantor hereby further agree that agrees that, if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization, or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that that, in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization, or otherwise) in accordance with the terms of such extension or renewal. The Borrower hereby guarantees any Additional Obligations (determined before giving effect to this Section 4.01 and Section 4.08) under the Guaranty. (b) Notwithstanding any provision to the contrary contained herein in this Agreement or in any other Loan Document: (i) the Guaranty of each Guarantor (other than the Parent Guarantor) provided pursuant to this Article IV shall be limited to the payment of the Loan DocumentsObligations as described in clause (a) above if, and to the extent that, such Obligations become due or payable solely at all times during the CSAG Period; and (ii) Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor and the Borrower under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, the Lender and each Affiliate of a the Lender party to that enters into a Swap Contract or a Treasury Management Agreement with a any Loan PartyParty or any Subsidiary, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereofthereof (for each Guarantor, subject to the following paragraph, its “Guaranteed Obligations”). The Guarantors hereby further agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Secured Swap Contracts with a Lender Agreements or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedThe Guarantor unconditionally guarantees, as a primary obligor and not merely as surety, a surety the prompt due and punctual payment of any amounts due under or in connection with any Guaranteed Document, together with all Obligations renewals, modifications, consolidations or extensions thereof and whether now or hereafter due, owing or incurred in full when due any manner, whether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (whether at stated maturityand including all liabilities in connection with any notes, as a mandatory prepayment, bills or other instruments accepted by acceleration or otherwise) strictly any Guaranteed Finance Party in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwiseconnection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof (all such obligations being herein collectively referred to as the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that “Guaranteed Obligations”). Anything contained in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision this Agreement to the contrary contained herein or in any other of the Loan Documentsnotwithstanding, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each the Guarantor under this Agreement and the other Loan Documents hereunder shall be limited to an a maximum aggregate amount equal to the largest greatest amount that would not render such 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 Debtor Relief Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Guarantor (i) in respect of intercompany indebtedness to any other Group Obligor or any comparable provisions of any applicable state law its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by the Guarantor hereunder or (B) has been pledged to, and is enforceable by, the Security Agent on behalf of the Guaranteed Finance Parties and (ii) under any guaranty of Debt subordinated in right of payment to the Obligation Guaranteed Obligations which guaranty contains a Parent Guaranty limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of a the Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of the Guarantor to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of 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 obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). If the Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that are guaranteed under this Guaranty is less than the total amount of the Guaranteed Obligations, then it is understood and agreed that the portion of the Guaranteed Obligations for which the Guarantor is liable hereunder shall exclude any Excluded Swap be the last portion of the Guaranteed Obligations with respect to such Guarantorbe repaid.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer and each Affiliate other holder of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender Documents or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe other documents relating to the Obligations, (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the applicable Debtor Relief Laws Laws, and (b) no Foreign Subsidiary or any comparable provisions Affected Domestic Subsidiary shall, directly or indirectly, be a Guarantor of or pledgor to secure, the Obligations, nor shall the Equity Interests of any such Subsidiary in excess of 65% (or such greater percentage that, due to a change in an applicable state law Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Subsidiary’s United States parent and (iiB) could not reasonably be expected to cause any material adverse tax consequences) of the Obligation issued and outstanding Equity Interests entitled to vote (within the meaning of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect Treas. Reg. Section 1.956-2(c)(2)) be pledged as collateral to such Guarantorsecure the Obligations.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Partythe Borrower, and the Administrative Agent as hereinafter providedAgent, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Documents or Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, Contracts: (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law law; and (iib) the Obligation obligations and liabilities of a each Special Guarantor that are guaranteed under this Guaranty Agreement and the other Loan Documents shall exclude be limited to each such Special Guarantor's right, title and interest in the Mortgaged Properties, the Approved Leases and all proceeds and products thereof and any Excluded Swap Obligations with respect other property constituting a portion of the corpus under the owner trust created pursuant to such Guarantorthe terms of the Trust Documents.

The Guaranty. (i) Each of the Subsidiary Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a the Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Subsidiary Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Subsidiary Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. . (ii) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documentsherein, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law law. For the purposes hereof, “Debtor Relief Laws” means the Bankruptcy Code of the United States, and (ii) all other liquidation, conservatorship, bankruptcy, assignment for the Obligation benefit of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to such Guarantor.time in effect and affecting the rights of creditors generally

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

The Guaranty. (a) Each of the Subsidiary Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan Party, Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Subsidiary Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Subsidiary Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. #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 Designated Borrower Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (c) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent Secured Party as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Secured Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Secured Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Secured Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is in addition to any other guaranties of the Secured Obligations, is continuing and covers all Secured Obligations, including those arising under successive transactions which continue or increase the Secured Obligations from time to time, renew all or part of the Secured Obligations after they have been satisfied, or create new Secured Obligations. A separate action or actions may be brought and prosecuted against any one or more guarantors, whether action is brought against Borrower or other guarantors of the Secured Obligations, and whether Borrower or others are joined in any such action. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Cash Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. (a) Each of the Guarantors hereby jointly and severally guarantees to Agent for the benefit of the Lenders and each Lenderof the holders of the Obligations, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof; provided, however, that the Guaranteed Obligations shall not include any Excluded Swap Obligations. The Guarantors hereby further agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. . (b) Notwithstanding any provision to the contrary contained herein or herein, in any other of the Loan DocumentsDocuments or other documents relating to the Obligations, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the United States Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws Laws”) or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors (a) The Guarantor hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and each of the holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations of any other Borrower (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors Guarantor hereby further agree agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. . (b) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Contracts, Treasury Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Guaranteed Obligations, (i) the obligations of each the Guarantor (in its capacity as such) under this Credit Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law Law and (ii) the Obligation Guaranteed Obligations of a the Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to of such Guarantor.

The Guaranty. (a) Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and each of the holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. . (b) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Contracts, Treasury Management Agreements with a Lender or Affiliate of a Lenderthe other documents relating to the Guaranteed Obligations, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Hedge Bank, Cash Management Agreement with a Loan Party, Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or herein, in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Secured Hedge Agreements, Secured Cash Management Agreements with a Lender or Affiliate of a Lenderother documents relating to the Guaranteed Obligations, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and each of the other holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations (the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. . (b) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, any Secured Swap Contracts with a Lender or Affiliate of a Lender or Contracts, any Secured Treasury Management Agreements with a Lender Agreements, any Secured Bi-Lateral Letters of Credit or Affiliate of a Lenderthe other documents relating to the Guaranteed Obligations, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation Guaranteed Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement and (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be limited (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any comparable provisions of its Subsidiaries, as applicable, to pay punctually any such amount, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Partyrespect to the Loans, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due after the expiration of all applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoeverwhatsoever (except for such notices as may be specifically required by the terms of the Loan Documents), and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due after the expiration of all applicable grace or cure periods (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Documents or Swap Contracts entered into in connection with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, the Loans: (ia) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law law; and (iib) the Obligation of a Obligations being guaranteed by each Guarantor that are guaranteed under pursuant to this Guaranty Article XI shall exclude any all Excluded Swap Obligations with respect to of such Guarantor.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Approved Counterparty under a Secured Swap Contract, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and L/C Issuer as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Secured Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or Laws, any comparable provisions of any applicable state law Law or any applicable corporate or other organizational Laws relating to the ability of an entity to approve and authorize or make Guarantees or Indebtedness (iior the effectiveness of any such approval or authorization or making) the Obligation in excess of a Guarantor an amount that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to would render such Guarantorentity insolvent or such other amount as may be established by such Law.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) no Guarantor shall be deemed under this Section 4 to be a guarantor of any Obligations arising under any Swap Contracts if such Guarantor was not an “Eligible Contract Participant” as defined in § 1a(18) of the Obligation Commodity Exchange Act, as further defined and modified by the final rules issued jointly by the Commodity Futures Trading Commission and the SEC as published in 77 FR 30596 (May 23, 2012) (as amended, modified or replaced from time to time, collectively, with the Commodity Exchange Act, the “ECP Rules”), at the time the guaranty of such obligations was entered into, and at such other relevant time or time as provided in the ECP Rules or otherwise, and to the extent that the providing of such guaranty by such Guarantor would violate the ECP Rules or any other Applicableapplicable Law or regulation; provided however that in determining whether any Guarantor is an “Eligible Contract Participant” under the ECP Rules, the guaranty of the Obligations of such Guarantor under this Article IV by a Guarantor that are guaranteed qualifies as an “Eligible Contract Participant” under this Guaranty § 1a(18)(A)(v)(I) of the Commodity Exchange Act shall exclude any Excluded Swap Obligations with respect to such Guarantorbe taken into account.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or Laws, any comparable provisions of any applicable state law Law or any applicable corporate or other organizational Laws relating to the ability of an entity to approve and authorize or make Guarantees or Indebtedness (iior the effectiveness of any such approval or authorization or making) the Obligation in excess of a Guarantor an amount that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to would render such Guarantorentity insolvent or such other amount as may be established by such Law.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any Affiliate of any Lender under this any Swap Agreement or Banking Services Agreement and (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any Guaranteed 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 any such Guaranteed 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 the foregoing or anything else contained in this Guaranty to the contrary, the maximum amount of Guaranteed Obligations for which Apollo Global shall be limited to an liable hereunder at any time shall not exceed the aggregate outstanding amount equal of intercompany debt owing by Apollo Global to the largest amount that would not render Borrower at such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantortime.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each of the Guarantors hereby jointly and severally severally, unconditionally, absolutely and irrevocably, guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (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 or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of Obligations guaranteed by a Guarantor that are guaranteed under this Guaranty Agreement shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. (a) Each of the Domestic Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to that enters into a Swap Contract or a Treasury Management Agreement with a Loan Party, and the Domestic Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Domestic Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Domestic Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Each of the Canadian Guarantors hereby jointly and severally guarantees to each Canadian Lender, each Affiliate of a Canadian Lender that enters into a Swap Contract or a Treasury Management Agreement with a Canadian Loan Party that is a Canadian Subsidiary, and the Canadian Administrative Agent 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 Canadian Guarantors hereby further agree 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 Canadian 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 Canadian Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (c) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Documents or Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any comparable provisions of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of this Agreement, the Bridge Notes and the other Bridge Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the Guarantors hereby jointly and severally guarantees to each Lenderforegoing Obligations), each Affiliate of a Lender party to a Swap Contract whether direct or Treasury Management Agreement with a Loan Partyindirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being Alderwoods--Subordinated Bridge Loan Agreement 49 the "GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent as hereinafter providedor any Bridge Lender in enforcing any rights under this Guaranty or any other Bridge Loan Document. Without limiting the generality of the foregoing, as primary obligor each Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to the Administrative Agent or any Bridge Lender under or in respect of the Bridge Loan Documents but for the fact that they are unenforceable or not as suretyallowable due to the existence of a bankruptcy, the prompt payment of all Obligations in full when due reorganization or similar proceeding involving such other Loan Party. (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwiseb) strictly in accordance with the terms thereof. The Guarantors Each Guarantor hereby further agree unconditionally and irrevocably agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, 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 shall be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision required to be made to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws Administrative Agent or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed Bridge Lender under this Guaranty shall exclude or any Excluded Swap Obligations with respect to other guaranty by such Guarantor, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Administrative Agent and the Bridge Lenders under or in respect of the Bridge Loan Documents.

The Guaranty. Each In order to induce the Purchasers to enter into the Agreement and to purchase the Notes, and in recognition of the Guarantors direct benefits to be received by Parent Guarantor from the proceeds of the Notes, Parent Guarantor hereby jointly unconditionally and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter providedirrevocably guarantees, as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise, of any and all of the (x) strictly Obligations and (y) all other obligations (including which but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities owing by the Company to the Purchasers under the Agreement (including, without limitation, indemnities and interest thereon) now existing or hereafter incurred under arising out of or in accordance connection with the Agreement or any other Credit Document and the due performance and compliance with the terms thereofof the Credit Documents by the Company and each Subsidiary Guarantor (collectively, the "Guaranteed Obligations"), and additionally Parent Guarantor hereby unconditionally and irrevocably guarantees the performance of all obligations and covenants of the Company under the SDDI Contract. The Guarantors hereby further agree that if If any of the Guaranteed Obligations are not paid becomes due and payable hereunder, Parent Guarantor unconditionally promises to pay such indebtedness to Secured Creditors, or order, on demand, together with (without duplication) any and all expenses which may be incurred by Secured Creditors in full when due (whether at stated maturity, as collecting any of the Guaranteed Obligations. This Guaranty is a mandatory prepayment, by acceleration continuing one and all liabilities to which it applies or otherwise), may apply under the Guarantors will, jointly and severally, promptly pay the same, without terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any demand Secured Creditor for repayment or notice whatsoever, and that in the case recovery of any extension of time of amount or amounts received in payment or renewal on account of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding Guaranteed Obligations and any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender aforesaid payees repays all or Affiliate part of a Lender or Treasury Management Agreements with a Lender or Affiliate said amount by reason of a Lender, (i) the obligations any judgment, decree or order of each Guarantor under this Agreement and the other Loan Documents shall be any court or administrative body having jurisdiction over such payee or any of its property, including, but not limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws any repayment by reason of a preferential payment or any comparable provisions of any applicable state law and fraudulent transfer or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Obligation Company), then and in such event Parent Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Parent Guarantor, notwithstanding any revocation of a Guarantor that are guaranteed under this Guaranty or any other instrument evidencing any liability of the Company, and Parent Guarantor shall exclude be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any Excluded Swap Obligations with respect to such Guarantorpayee.

The Guaranty. (a) Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and each of the holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. . (b) Notwithstanding any provision to the contrary contained herein or in any other of the Loan DocumentsCredit Documents or other agreements or documents relating to the Obligations, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this 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) (if the Obligation Net Assets are already an amount less than the stated share capital) causing such amount to be further reduced, and thereby affects the assets required for the obligatory preservation of its stated share capital according to §§ 30, 31 of the German GmbH-Act (GmbH-Gesetz). (ii) The value of the Net Assets shall be determined by means of a balance sheet prepared in accordance with the principles for ordinary bookkeeping and the preparation of balance sheets as they were consistently applied by such German Guarantor in preparing its unconsolidated balance sheets (Jahresabschluss gem. § 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 are guaranteed have been borrowed under this Credit Agreement or the Term Loan Credit Agreement and have been on-lent to such German Guarantor or any of its subsidiaries, shall be disregarded to the extent that any such amount is still outstanding; 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 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 Proceeds to such German Guarantor to the extent that such German Guarantor is able to demonstrate that the enforcement of the such German Guaranty violated the rules on preservation of the stated share capital under §§ 30, 31 GmbH-Act as set out in paragraph (i) above. (iv) The limitation set out in clauses (i) through (iii) above shall exclude any Excluded Swap Obligations 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. Each of a. In order to induce Lender to enter into this Agreement, the Guarantors hereby Guarantors, jointly and severally guarantees severally, hereby unconditionally and absolutely guarantee to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor obligors and not merely as suretysureties, the full and prompt payment of all Obligations in full and performance when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise, of (i)(A) strictly the advances of Floor Plan Credit by Borrower under this Agreement and pursuant to the Note and the other Credit Documents, including, without limitation, all principal of and interest on the advances of Floor Plan Credit, all fees, expenses, indemnities and other amounts payable by Borrower under this Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in accordance such proceeding), and (B) all obligations of Borrower to Lender under any swap agreements (as defined in 11 U.S.C. § 101, as in effect from time to time), (ii) all other Obligations and (iii) all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) of Lender in connection with the terms thereof. The Guarantors hereby further agree that if any suit, action or proceeding to enforce or protect any of its rights hereunder (collectively, “Guaranteed Obligations”). If any or all of the Guaranteed Obligations are not paid in full when becomes due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise)and payable hereunder, the Guarantors willGuarantors, jointly and severally, promptly unconditionally promise to pay the samesuch Guaranteed Obligations to Lender, without on order, or demand, together with any demand or notice whatsoever, and that all reasonable expenses of Lender (including reasonable attorney fees and expenses) 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 or otherwise) in accordance with the terms of such extension or renewal. . b. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) to the extent the obligations of each either Guarantor under this Agreement and shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the other Loan Documents obligations of such Guarantor hereunder shall be limited to an aggregate amount equal to the largest maximum amount that would is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code), and the obligations hereunder of the other Guarantor shall not render such obligations subject to avoidance under the Debtor Relief Laws be changed or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorotherwise affected thereby.

The Guaranty. Each of the Shareholder Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate other holder of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, Obligations and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Shareholder Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Shareholder Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (i) the obligations of each Guarantor all of the Shareholder Guarantors under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the lesser of (i) the amount then in the Cash Collateral Account (as defined in that certain Cash Collateral Agreement, dated as of the date hereof (the “Cash Collateral Agreement”), by and among the Administrative Agent and the Shareholder Guarantors) in accordance with the terms of the Cash Collateral Agreement (or, if the obligations hereunder are reinstated pursuant to the provisions of Section 5 and the amounts in the Cash Collateral Account have previously been released in accordance with the terms of the Cash Collateral Agreement, the amount so released) plus all reasonable costs and expenses, including attorney’s fees, incurred by the Lender in enforcing this Agreement) or (ii) the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantorlaw.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturitySecured Obligations, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the sameincluding, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderlimitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Loan Agreement, (ii) all obligations of each Guarantor the Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement, (iii) all other amounts payable by the Borrower or any of its Subsidiaries under the Loan Agreement, any Swap Agreement and the other Loan Documents shall be limited 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 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 Secured Obligations”). Upon (x) the failure by the Borrower or any comparable provisions of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Loan Agreement, any Swap Agreement or the relevant Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.

The Guaranty. (a) Each of the Guarantors hereby jointly and severally irrevocably guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent and each of the holders of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. . (b) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender other agreements or Treasury Management Agreements with a Lender or Affiliate of a Lenderdocuments relating to the Obligations, (i) the obligations of each Guarantor under this Credit Agreement and the other Loan Credit 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 Debtor Relief Laws or any comparable provisions of any applicable state law law, and (ii) the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor. (c) The liability of a German Guarantor shall be subject to the limitations set forth in Section 11.22 hereof. (d) The liability of any entity incorporated under the laws of the Grand Duchy of Luxembourg (a “Luxembourg Guarantor”) for obligations of any entity of which such Luxembourg Guarantor is a Subsidiary and/or for obligations of any of such Luxembourg Guarantor’s Affiliates (other than its own Subsidiaries) in respect of the guaranty set forth in this Article IV shall be limited at any time to an aggregate amount not exceeding ninety five percent (95%) of the greater of the sum of such Luxembourg Guarantor’s own funds (capitaux propres) and the debt owed bythe Luxembourg Guarantor to its direct and indirect shareholders as determined by Article 34 of the Luxembourg Law of 19 December 2002 on the register of commerce and companies, accounting and companies annual accounts, as amended, (i) as set forth in its most recently approved financial statements or (ii) existing as of the Closing Date. This limitation does not apply to any amounts borrowed under any facility and in each case made available, in any form whatsoever, to such Luxembourg Guarantor or its Subsidiaries.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Secured Swap Contracts with a Lender Agreements or Affiliate of a Lender or Secured Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (ix) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iiy) the Obligation Obligations of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantor.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement and (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such 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 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) Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the Obligation limitations, if any, on the amount of a 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 that are guaranteed may have under this Guaranty Guaranty, any other agreement or applicable law shall exclude any Excluded Swap Obligations with respect to such Guarantorbe taken into account.

The Guaranty. Each In order to induce the Lenders to enter into this Credit Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not merely as surety, surety the full and prompt payment of all Obligations in full when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration or otherwise) strictly , of any and all Credit Party Obligations. If any or all of the Credit Party Obligations becomes due and payable hereunder, each Guarantor unconditionally promises to pay such Credit Party Obligations to the Administrative Agent and the Lenders, or order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in accordance with the terms thereof. The Guarantors hereby further agree that if collecting any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise)Credit Party Obligations. Each Guarantor, the Guarantors will, jointly Administrative Agent and severally, promptly pay each Lender hereby confirms that it is the same, without any demand intention of all such Persons that this Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or notice whatsoever, and that in conveyance for the case purposes of any extension of time of payment or renewal of any of the ObligationsBankruptcy Law, the same will be promptly paid in full when due (whether at extended maturityUniform Fraudulent Conveyance Act, as a mandatory prepaymentthe Uniform Fraudulent Transfer Act or any similar foreign, by acceleration federal or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision state law to the contrary contained herein or in any other extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the Loan Documentsforegoing intention, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderthe Administrative Agent, (i) the Lenders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Agreement and the other Loan Documents Guaranty at any time shall be limited to an aggregate the maximum amount equal to as will result in the largest amount that would not render obligations of such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantornot constituting a fraudulent transfer or conveyance.

The Guaranty. Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Bank, each Treasury Management Agreement with a Loan PartyBank, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Credit Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a LenderAgreements, (ia) the obligations of each Guarantor under this Agreement and the other Loan Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (iib) no Guarantor shall be deemed under this Section 4 to be a guarantor of any Obligations arising under any Swap Contracts if such Guarantor was not an “Eligible Contract Participant” as defined in § 1a(18) of the Obligation Commodity Exchange Act, as further defined and modified by the final rules issued jointly by the Commodity Futures Trading Commission and the SEC as published in 77 FR 30596 (May 23, 2012) (as amended, modified or replaced from time to time, collectively, with the Commodity Exchange Act, the “ECP Rules”), at the time the guaranty of such obligations was entered into, and at such other relevant time or time as provided in the ECP Rules or otherwise, and to the extent that the providing of such guaranty by such Guarantor would violate the ECP Rules or any other applicable Law or regulation; provided however that in determining whether any Guarantor is an “Eligible Contract Participant” under the ECP Rules, the guaranty of the Obligations of such Guarantor under this Article IV by a Guarantor that are guaranteed qualifies as an “Eligible Contract Participant” under this Guaranty § 1a(18)(A)(v)(I) of the Commodity Exchange Act shall exclude any Excluded Swap Obligations with respect to such Guarantorbe taken into account.

The Guaranty. (a) Each of the Domestic Guarantors hereby jointly and severally guarantees to each Lender, each L/C Issuer, each Lender and each Affiliate of a Lender party to that enters into a Secured Swap Contract or a Secured Treasury Management Agreement with a Loan Party, each other holder of the Obligations and each of the Administrative Agent Agents as hereinafter provided, as primary obligor Primary Obligor and not as surety, the prompt payment of all the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Domestic Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise), the Domestic Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Each of the Foreign Guarantors hereby jointly and severally guarantees to 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 each of the Administrative Agents 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) Notwithstanding any provision to the contrary contained herein or in any other of the Loan DocumentsDocuments or other documents relating to the Obligations, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lender, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (ii) the Obligation of a Guarantor that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such GuarantorLaw.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally guarantees to each Lender, each Affiliate of a Lender party to a Swap Contract or Treasury Management Agreement with a Loan Party, and the Administrative Agent as hereinafter provided, as primary obligor and not as suretyseverally, the prompt full and punctual payment of all Obligations in full and performance when due (whether at stated maturity, as a mandatory prepayment, by upon acceleration or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts with a Lender or Affiliate of a Lender or Treasury Management Agreements with a Lender or Affiliate of a Lenderwithout limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of each Guarantor the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under this any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents shall be limited and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to an aggregate amount equal collectively as the “Guaranteed Obligations” and the holders from time to time of the largest amount that would not render such obligations subject Guaranteed Obligations being referred to avoidance under collectively as the Debtor Relief Laws “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any comparable provisions of the other Loan Parties, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable state law grace or notice and (ii) cure period, each of the Obligation Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of a Guarantor the Guarantors hereby agrees that are guaranteed under this Guaranty shall exclude any Excluded Swap Obligations with respect to such Guarantoris an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection.