Common use of The Guaranty Clause in Contracts

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

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

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract, and the other GuarantorsAdministrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full and punctual payment and performance when due (whether at stated maturity, upon acceleration as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, includingthe same will be promptly paid in full when due (whether at extended maturity, without limitationas a mandatory prepayment, (iby acceleration, as a mandatory cash collateralization or otherwise) in accordance with the principal terms of and interest on each Loan made such extension or renewal. Notwithstanding any provision to the Borrower pursuant to contrary contained herein or in any other of the Credit AgreementLoan Documents or Swap Contracts, (ii) all other amounts payable by the Borrower obligations of each Guarantor under the Credit this Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to an aggregate amount equal to the extent, if any, required so largest amount that its would not render such obligations hereunder shall not be subject to avoidance under Section 548 the Debtor Relief Laws, any comparable provisions of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act Law or similar statute any applicable corporate or common law. In determining other organizational Laws relating to the limitations, if any, on ability of an entity to approve and authorize Guarantees or Indebtedness (or the amount effectiveness of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention such approval or authorization) in excess of the parties hereto an amount that any rights of subrogation, indemnification would render such entity insolvent or contribution which such Guarantor other amount as may have under this Guaranty, any other agreement or applicable law shall be taken into accountestablished by such Law.

The Guaranty. Each of the Guarantors Subject to Section 9.08 hereof, each Borrower and each Subsidiary thereof party hereto hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and unconditionally guaranteesnot as surety, jointly and severally with the other Guarantorsseverally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration acceleration, early termination, demand, declaration or otherwise) , and at all times thereafter), and performance of, the Obligations, including but not limited to, any and all obligations owed to any Lender Swap Counterparty under each Lender Swap Agreement or any Bank Product Provider with respect to any Bank Product Obligations now or hereafter existing or and all renewals, rearrangements, increases, extensions for any period, substitutions, modifications, amendments or supplements in whole or in part of any of the Obligations, including, without limitation, any such Obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not allowed or allowable in such proceeding (iincluding all such amounts that would become due but for the operation of the automatic stay under Section 362(a) of the principal of and interest on each Loan made to the Borrower pursuant to the Credit AgreementUnited States Bankruptcy Code, (ii) all other amounts payable by the Borrower under the Credit Agreement 11 U.S.C. §362(a), and the other Loan Documents, operation of Sections 502(b) and (iii506(b) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreementsUnited States Bankruptcy Code, conditions11 U.S.C. §502(b) and §506(b)) (collectively, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, Credit Party to pay punctually when due any such amount or perform such obligation, subject to any applicable grace or notice and cure periodamount, each of the Guarantors agrees that it shall forthwith on demand pay such to the Administrative Agent for the benefit of the Lenders and, if applicable, their Affiliates, the amount or perform such obligation not so paid at the place and in the manner specified in the Credit Agreement or the relevant this Agreement, any other Loan Document, any Lender Swap Agreement, as the case may be. This Guaranty is a guaranty of payment and not of collection. 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 waives any other provision of this Guaranty, right to require the amount guaranteed by each Guarantor hereunder shall be limited Secured Parties to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under ▇▇▇ any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this GuarantyBorrower, any other agreement guarantor, or applicable law shall be taken into accountany other Person obligated for all or any part of the Guaranteed Obligations, or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents, Documents and (iiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower, Borrower or any of its AffiliatesSubsidiaries, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by the Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Lenders as follows: the Company hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment and performance when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of the Guaranteed Obligations 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 Agent and/or the Lenders, on demand, together with any and all expenses which may be incurred by the Agent or the Lenders in collecting any of the Guaranteed Obligations, including, without limitation, . If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) the principal any judgment, decree or order of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, any court or administrative body having jurisdiction over such payee or any of its Affiliates, as applicable, to pay punctually property or (ii) any settlement or compromise of any such amount or perform claim effected by such obligationpayee with any such claimant (including the Borrowers), subject to any applicable grace or notice then and cure period, each of in such event the Guarantors Company agrees that it any such judgment, decree, order, settlement or compromise shall forthwith on demand pay be binding upon the Company, notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of any Borrower, and the Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount or perform had never originally been received by any such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by the Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Lenders as follows: the Company hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment and performance when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of the Guaranteed Obligations 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 Agent and/or the Lenders, on demand, together with any and all expenses which may be incurred by the Agent or the Lenders in collecting any of the Guaranteed Obligations, including, without limitation, . If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) the principal any judgment, decree or order of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, any court or administrative body having jurisdiction over such payee or any of its Affiliates, as applicable, to pay punctually property or (ii) any settlement or compromise of any such amount or perform claim effected by such obligationpayee with any such claimant (including Borrowers), subject to any applicable grace or notice then and cure period, each of in such event the Guarantors Company agrees that it any such judgment, decree, order, settlement or compromise shall forthwith on demand pay be binding upon the Company, notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of any Borrower, and the Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount or perform had never originally been received by any such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and Guarantor unconditionally guarantees, jointly and severally with the other Guarantors, as a primary obligor and not merely as a surety: (x) the full due and punctual payment of: (i) all principal of, premium, if any, and performance when due interest on any Loan incurred by any Other Loan Party under, or any Note issued by any Other Loan Party pursuant to, the 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 at stated maturityvoluntary 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”), upon acceleration whether or otherwisenot 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 ObligationsCredit Agreement or under any other similar provision of any other Loan Document, including, without limitation, (i) any and all sums advanced by the principal of and interest on each Loan made Collateral Agent to preserve the Collateral or preserve its security interests in the Collateral to the Borrower pursuant 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, Agreement or under any other similar provision of any other Loan Document; (iiv) 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 Borrower 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 Loan DocumentsPerson 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 (iiiy) the due and punctual and faithful performance, keeping, observance, and fulfillment by the Borrower performance of all of the covenants, agreements, conditions, covenants, obligations and obligations liabilities of Holdings and each Other Loan Party under or pursuant to the Borrower contained in the Loan Finance Documents (all of the foregoing being such monetary and other obligations referred to in clauses (x) and (y) above (other than Excluded Swap Obligations) being herein collectively referred to as the “Guaranteed Obligations”). Upon The books and records of the failure Administrative Agent showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor and conclusive, absent manifest error, for the purpose of establishing the amount of the Guaranteed Obligations. Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Subsidiary Guarantor (other than any parent of the Borrowers with respect to Guaranteed Obligations owed or owing by the Borrower, such Borrowers or any of its Affiliates, as applicableSubsidiaries, to pay punctually any such amount or perform such obligation, the extent constituting a downstream guarantee not subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor Fraudulent Transfer Laws) hereunder shall be limited to a maximum aggregate amount equal to the extent, if any, required so greatest amount that its would not render such Subsidiary Guarantor’s obligations hereunder shall not be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor (i) in respect of intercompany indebtedness to 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 Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Subsidiary Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Subsidiary Guarantor to the value (as determined under the applicable state Uniform provisions of the Fraudulent Transfer ActLaws) of any rights to subrogation, Uniform Fraudulent Conveyance Act contribution, reimbursement, indemnity or similar statute rights of such Subsidiary Guarantor pursuant to (A) applicable Requirements of Law or common law(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). In determining If any Subsidiary Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the limitations, if any, on the total amount of 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 Agreement to be a guarantor of any 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 obligations hereunder pursuant failure to constitute an “eligible contract participant” as defined in the preceding sentence, it is Commodity Exchange Act at the intention of the parties hereto that any rights of subrogation, indemnification or contribution which time such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountguaranty becomes effective with respect to such Swap Obligations.

The Guaranty. Subject to Section 2(j) below: (a) Each of the Guarantors Pledgor hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsPledgor guarantees, as a primary obligor and not merely as a surety to the Secured Party and its successors and permitted assigns, the prompt payment in full and punctual payment and performance when due (whether at stated maturity, upon by required prepayment, declaration, demand, by acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower Borrower’s obligations under the Credit Agreement Facility Letter and in accordance with the other Loan Documents, and terms thereof (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and such obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to herein collectively as called the “Guaranteed Obligations”). Upon Each Pledgor hereby jointly and severally agrees that if the failure Borrower or other Pledgor shall fail to pay in full when due (whether at stated maturity, by the Borrower, acceleration or otherwise) any of its Affiliatesthe Guaranteed Obligations, as applicablesuch Pledgor will promptly pay the same 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, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The obligations of the Pledgors under Section 2(a) shall constitute a guarantee of payment and, to pay punctually any such amount or perform such obligationthe fullest extent permitted by applicable law, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an are absolute, irrevocable and unconditional guaranty of payment unconditional, joint and is not a guaranty of collection. Notwithstanding any other provision of this Guarantyseveral, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 irrespective of the Bankruptcy Code value, genuineness, validity, regularity or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention enforceability of the parties hereto that any rights Guaranteed Obligations of subrogation, indemnification or contribution which such Guarantor may have the Pledgors under this Guaranty, Agreement or any other agreement or applicable law instrument referred to herein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Pledgor (except for payment in full). (c) The obligations of the Pledgors under this Section 2 shall be taken into accountautomatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or the Pledgors in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in insolvency, bankruptcy or reorganization or otherwise. (d) Each Pledgor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of this Agreement, it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 2(a), whether by subrogation or otherwise, against the Borrower or any other Pledgor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. (e) The Pledgors jointly and severally agree that, as between the Pledgors and the Secured Party, the obligations of the Borrower under the Facility Letter may be declared to be forthwith due and payable as provided in paragraph headed “Remedies” of the Facility Letter for purposes of Section 2(a), notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Pledgors for purposes of Section 2(a). (f) Each Pledgor hereby acknowledges that this Guaranty constitutes an instrument for the payment of money, and consents and agrees that any Secured Party, at its sole option, in the event of a dispute by such Pledgor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213. (g) This Guaranty is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising, and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable hereunder are indefeasibly paid in full in cash. (h) In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Pledgor under Section 2(a) would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 2(a), then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Pledgor, the Borrower or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 2(j)) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. (i) Each Pledgor assumes all responsibility for being and keeping itself informed of the Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each Pledgor assumes and incurs under this Agreement, and agrees that the Secured Party shall have no duty to advise any Pledgor of information known to it regarding those circumstances or risks. (j) Without limiting any other provisions of this Section 2, each party hereto hereby agrees that any obligation that becomes due and payable pursuant to the terms of this Agreement shall be shared as between the Pledgors as determined in good faith by the general partners of the Pledgors, such that each Pledgor shall bear its share of any such obligation in proportion to the distribution of loan proceeds it receives from the Borrower on the date of the Initial Drawdown as reported in writing to the Secured Party. In the event that a liability arises and payments are made by any of the Pledgors in respect thereof, then each Pledgor agrees to make such payment(s) as between themselves so that following such payment(s) each of the Pledgors shall have shared such liability in accordance with the foregoing sentence. For the avoidance of doubt, the foregoing in this clause (j) shall not impact the joint and several liabilities of the Pledgors under this Agreement. (k) Each Pledgor hereby subordinates the payment of all obligations and indebtedness of the Borrower or the other Pledgor owing to such Pledgor, whether now existing or hereafter arising, including but not limited to any obligation of the Borrower or the other Pledgor to such Pledgor as subrogee of the Secured Party or resulting from the Pledgor’s performance under this Agreement, to the indefeasible payment in full in cash of all Guaranteed Obligations. If the Secured Party so requests, any such obligation or indebtedness of the Borrower or either Pledgor to a Pledgor shall be enforced and performance received by such Pledgor as trustee for the Secured Party and the proceeds thereof shall be paid over to the Secured Party on account of the Guaranteed Obligations, but without reducing or affecting in any manner the liability of the Pledgors under this Agreement. (l) Neither Pledgor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Agreement until all of the Guaranteed Obligations and any amounts payable under this Agreement have been indefeasibly paid and performed in full. If any amounts are paid to a Pledgor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Party and shall forthwith be paid to the Secured Party to reduce the amount of the Guaranteed Obligations, whether matured or unmatured. (m) The Pledgors shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes. The obligations of the Pledgors under this clause (m) shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

The Guaranty. Each of the Guarantors The Company hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of 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 enforcing any rights under this Guaranty. Upon failure by any Subsidiary Borrower to pay punctually any Guaranteed Obligation, the Company shall forthwith on demand pay the amount not so paid at the place and in the manner specified herein or in the instrument evidencing such Guaranteed Obligation. “Guaranteed Obligations, ” means (i) all principal of and interest on all Advances made pursuant to this Agreement (including, without limitation, any interest (i“Post-Petition Interest”) which accrues (or which would accrue but for such case, proceeding or action) after the principal commencement of and interest on each Loan made any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of such Borrower (whether or not such interest is allowed or allowable as a claim in any such case, proceeding or other action) on all Advances made pursuant to the Credit Agreement), (ii) all other amounts payable by the any Borrower under the Credit from time to time pursuant to this Agreement and the other Loan DocumentsNotes (including any Post-Petition Interest with respect to such amounts), and (iii) the punctual and faithful performanceany renewals, keeping, observance, and fulfillment by the Borrower refinancings or extensions of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all any of the foregoing being referred to collectively as the “Guaranteed Obligations”(including Post-Petition Interest). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. (a) Each of the Guarantors Account Party hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantorsseverally, unconditionally, absolutely and irrevocably guarantees the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of all amounts payable by each of the Obligations, other Account Parties under the Loan Documents including, without limitation, (i) the principal of and interest on each Loan made (including, to the Borrower greatest extent permitted by law, post-petition interest) on reimbursement obligations owing by such other Account Parties pursuant to the this Agreement with respect to Letters of Credit Agreementand fees, (ii) all expenses, indemnities or any other amounts payable by the Borrower under the Credit Agreement obligations, whether now existing or hereafter incurred, created or arising and the other Loan Documentswhether direct or indirect, and (iii) the punctual and faithful performanceabsolute or contingent, 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 or due or to collectively as the “Guaranteed Obligations”)become due. Upon the failure by the Borrower, or any of its Affiliates, as applicable, an Account Party to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure periodamount, each of the Guarantors other Account Party agrees that it shall to pay forthwith on demand pay such the amount or perform such obligation not so paid at the place and in the manner specified in this Agreement. (b) Each Account Party (other than the Credit Agreement or the relevant other Loan DocumentParent), 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 by its acceptance of this Guaranty, the amount guaranteed by Administrative Agent and each Guarantor other Bank, hereby confirms that it is the intention of all such Persons that this Guaranty and the obligations of each Account Party hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Account Party (other than the Parent) hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Banks and the Account Parties hereby irrevocably agree that the obligations of each Account Party (other than the Parent) under this Article VII at any time shall be limited to the extent, if any, required so that its maximum amount as will result in the obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have Account Party under this Guaranty, any other agreement Guaranty not constituting a fraudulent transfer or applicable law shall be taken into accountconveyance.

The Guaranty. Each of Except as expressly set forth herein, the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees to Purchaser the full and punctual payment and performance when due by Contractor 82 2 (whether at stated maturity, upon acceleration or otherwisei) of the ObligationsWork 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, (i) the principal of and interest on each Loan made liquidated damages), for Contractor's failure to the Borrower pursuant to the Credit Agreementperform such Work, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, Upgrade Work as the case may be. Each ) in each case subject to the limitations on liability therefor expressly set forth in the Contract and (ii) of the Guarantors hereby agrees 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 the exercise of this Guaranty is an absoluteand (ii) in no event shall the Guarantied Obligations exceed the Contractor's obligations and liabilities under the Contract. If the Purchaser requests the Guarantor to perform any Guarantied Obligation (other than the payment of money) the Guarantor may undertake to satisfy such obligation by causing another qualified person to perform such Guarantied Obligation or, irrevocable 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 unconditional guaranty of payment and is not a guaranty of collectionuntil such obligation has been completely performed. Notwithstanding any other provision of The Guarantied Obligations shall conclusively be deemed to have been created in reliance upon this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. (a) Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with guarantees to the other GuarantorsAdministrative Agent and to each of the holders of Guaranteed Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Guaranteed Obligations in full and punctual payment and performance when due (whether at stated maturity, upon acceleration as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) of strictly in accordance with the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beterms thereof. Each of the Guarantors hereby further agrees that this Guaranty is an absoluteif any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, irrevocable as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and unconditional guaranty severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment and is not or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a guaranty mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of collection. such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein or in any other provision of this Guarantythe Credit Documents or Hedging Agreements, to the amount guaranteed by extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state, provincial or federal law relating to fraudulent conveyances or transfers or the granting of financial assistance) then the obligations of each Guarantor hereunder under this Credit Agreement and the other Credit Documents shall be limited to the extentmaximum amount that is permissible under applicable law (whether federal, if anystate or provincial and including, required so that its obligations hereunder shall not be subject to avoidance under Section 548 without limitation, the Bankruptcy Code). In such case or otherwise at the request of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer ActAdministrative Agent, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining each Credit Party shall take such action and shall execute and deliver all such further documents required by the limitations, if any, on Administrative Agent to cause the amount obligations of any Guarantor’s obligations hereunder pursuant such Guarantor to be enforceable to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under extent required by this Guaranty, any other agreement or applicable law shall be taken into accountCredit Agreement.

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 and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment and performance when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Secured Hedging Agreement, 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 collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (ibecause of any applicable state or federal law relating to fraudulent conveyances or transfers) then the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any each such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under applicable law (whether federal or state and including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountCode).

The Guaranty. Each of the Guarantors Credit Parties hereby irrevocably and unconditionally guarantees, jointly and severally with guarantees to each Lender and the other Guarantors, Agent as hereinafter provided the prompt payment of the Credit Party Obligations in full and punctual payment and performance when due (whether at stated maturity, upon as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. The 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 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, including, without limitation, the same will be promptly paid in full when due (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliateswhether at extended maturity, as applicablea mandatory prepayment, to pay punctually any by acceleration or otherwise) in accordance with the terms of such amount extension or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collectionrenewal. Notwithstanding any provision to the contrary contained herein or in any other provision of this Guarantythe Credit Documents, the amount guaranteed by guaranty obligations of each Guarantor Credit Party hereunder shall be limited to an aggregate amount equal to the extent, if any, required so largest amount that would not render its obligations hereunder shall not be subject to avoidance under Section 548 of the U.S. Bankruptcy Code or under any comparable provisions of any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentencehereunder, it is the intention of the parties hereto that any rights of subrogation, contribution, indemnification or contribution reimbursement which such Guarantor may have under in respect of this Guaranty, any other agreement or applicable law shall be taken into account. To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate guaranteed obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following payment in full in cash of the Guarantor Payment and the guaranteed obligations (other 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. Each The Guarantor guarantees to the Lender and becomes surety to the Lender for: (a) payment of any and all sums now or hereafter due and owing to the Guarantors hereby irrevocably Lender by the Borrower as a result of or in connection with any and unconditionally guaranteesall existing or future indebtedness, jointly liability or obligation of every kind, nature, type, and severally variety owed by the Borrower to the Lender from time to time, as a result of or in connection with the any credit accommodation, loan guaranty, overdraft, or other Guarantorsagreement or transaction, the full whether direct or indirect, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and punctual payment modifications thereof, no matter when or how created, arising, evidenced or acquired, and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligationsnot presently contemplated or anticipated and, including, without limitationbut not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (ib) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreementtimely, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documentscomplete, continuous, and (iii) the punctual strict performance and faithful performance, keeping, observance, and fulfillment observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, conditionsand writing of every kind, covenantsnature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower contained to the Lender. As used in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each term “Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor hereunder has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be limited conclusively deemed to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountbeen created in reliance hereon.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract with respect to the other GuarantorsLoans, and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full and punctual payment and performance when due after the expiration of all applicable grace or cure periods (whether at stated maturity, upon 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 whatsoever (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, includingthe same will be promptly paid in full when due after the expiration of all applicable grace or cure periods (whether as a mandatory prepayment, without limitation, 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 or Swap Contracts entered into in connection with the Loans: (ia) the principal obligations of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower Guarantor under the Credit this Agreement and the other Loan Documents, 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 (iiib) 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 Obligations being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention this Article XI shall exclude all Excluded Swap Obligations of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountGuarantor.

The Guaranty. Each of the Guarantors hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents, Documents and (iiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond ▇▇▇▇▇▇ and all other amounts payable under any Permitted Bond ▇▇▇▇▇▇ shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower, Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the ObligationsIndebtedness, including, without limitation, (i) the principal of and interest on each Loan made to the each Borrower pursuant to the Credit Third Lien Term Loan Agreement, (ii) all other amounts payable by the each Borrower under the Credit Third Lien Term Loan Agreement and the other Loan Documents, including, without limitation, all obligations under Swap Agreements, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the each Borrower of all of the agreements, conditions, covenants, and obligations of the such Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “"Guaranteed Obligations”Indebtedness"). Upon (x) the failure by the any Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Third Lien Term Loan Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder This Guaranty shall be limited subordinated in right of payment to the extent, if any, required so that its obligations hereunder Guaranty granted by the Guarantors to the Administrative Agent pursuant to the Senior Credit Agreement and the Second Lien Term Loan Agreement and any right to payment under this Guaranty shall not at all times be subject to avoidance under Section 548 the terms of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountIntercreditor Agreement.

The Guaranty. (a) Each of the Guarantors hereby irrevocably absolutely and unconditionally guarantees, jointly and severally with severally, as primary obligor and not as surety, upon the other Guarantorsoccurrence of a Trigger Event, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or early termination or otherwise, and at all times thereafter) and performance of the Obligations, includingincluding without limitation any such Obligations incurred or accrued during the pendency of any bankruptcy, without limitationinsolvency, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreementreceivership or other similar proceeding, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained whether or not allowed or allowable in the Loan Documents (all of the foregoing such proceeding being referred to collectively as the “Guaranteed Obligations”)to. Upon the occurrence of a Trigger Event and the failure by the Borrower, or any of its Affiliates, as applicable, Borrowers to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure periodamount, each of the Guarantors Guarantors, jointly and severally, agrees that it shall forthwith on demand pay such to the Administrative Agent for the benefit of the Lenders, the amount or perform such obligation not so paid at the place and in the manner specified in the Credit Agreement Agreement, any Note or the relevant any other Loan Document, as the case may be. (b) Without limitation of any of the other provisions of this Section 3, each of the Guarantors hereby absolutely and unconditionally guarantees, jointly and severally, as primary obligor and not as surety, upon demand by the Administrative Agent, the principal repayment of the Obligations provided for in Section 2.04(d)(ii) of the Credit Agreement, which payment shall be due and payable by the Guarantor, notwithstanding whether allowed or allowable during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding. (c) Without limitation of any of the other provisions of this Section 3, each of the Guarantors does hereby further guarantee and agree to pay, upon demand, any and all actual loss, cost, damage or expenses incurred by the Administrative Agent, any Lender or LC Issuer or any Indemnitee as a direct or indirect result of (i) any breach of any material representation or warranty of either of the Borrowers or any of their respective Subsidiaries in the Credit Agreement or any of the Loan Documents; or (ii) any breach or default of any of the Loan Parties of any representation, warranty, covenant, indemnity or other provision of the Credit Agreement or other Loan Documents relating to Contaminants, the Release thereof, or Environmental, Health or Safety Requirements of Law, including without limitation Sections 4.21, 6.11, 6.12 and 13.04(a)(ii) of the Credit Agreement. The provisions of this Section 3(c) shall survive repayment of the Obligations subject to the limitations set forth in Section 13.04(d) of the Credit Agreement, which limitation shall also apply to this paragraph 3(c). (d) The obligations that the Guarantors guarantee or otherwise agree to pay or perform under this Section 3 are herein referred to as the “Guaranteed Obligations.” (e) This Guaranty is a guaranty of payment and not of collection. 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 waives any other provision of this Guaranty, right to require the amount guaranteed by each Guarantor hereunder shall be limited Lender to s▇▇ the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this GuarantyBorrowers, any other agreement guarantor, or applicable law shall be taken into accountany other Person obligated for all or any part of the Guaranteed Obligations or other Obligations, or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guaranteesunconditionally, jointly and severally with guarantees to Agent for the other Guarantorsbenefit of the Lenders as hereinafter provided, as primary obligor and not as surety, the full (i) due and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, includingwhen and as the same shall become due and payable, without limitationwhether at maturity, (i) the principal of and interest on each Loan made to the Borrower pursuant to a mandatory prepayment requirement, by acceleration, or otherwise (it being the Credit Agreement, intent of each Guarantor that the guaranty set forth herein shall be a guaranty of payment and not a guaranty of collection); and (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice this Agreement and cure period, under each of the other Loan Documents. Guarantors agrees hereby further agree that it if any of the Obligations are not paid in full when due (whether at stated maturity, by acceleration or otherwise), or if Borrower or any other Guarantor shall forthwith on demand pay such amount fail to perform, keep, observe, or perform such fulfill any other obligation at the place and in the manner specified in the Credit under this Agreement or the relevant other Loan DocumentDocuments, as Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, or such obligation to be performed, kept, observed, or fulfilled, and that in the case may be. Each of any extension of time of payment or renewal of any of the Guarantors hereby agrees that this Guaranty is an absoluteObligations, irrevocable and unconditional guaranty the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of payment and is not a guaranty of collectionsuch extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other provision of this Guarantythe Loan Documents, the amount guaranteed by obligations of each Guarantor hereunder under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the extent, if any, required so largest amount that its would not render such obligations hereunder shall not be subject to avoidance under Section 548 the Debtor Relief Laws or any comparable provisions of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement 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, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” 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, Borrower or any of its AffiliatesSubsidiaries, as applicable, to pay punctually any such amount or perform amount, and (y) such obligation, subject to failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each (a) For valuable consideration, the receipt of which is hereby acknowledged, and to induce the Lenders to make advances to each Borrower and to issue and participate in Letters of Credit and Swing Line Loans, the Guarantors hereby irrevocably absolutely and unconditionally guaranteesguarantees prompt payment when due, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) , and at all times thereafter, of the Obligations, including, without limitation, (i) the principal any and all existing and future Obligations of and interest on each Loan made Borrower to the Borrower pursuant Administrative Agent, the Lenders, the Swing Line Lender, any L/C Issuer or any of them, under or with respect to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performancewhether for principal, keepinginterest, observancefees, expenses or otherwise, and fulfillment by the Borrower all Secured Cash Management Agreements, Secured Hedge Agreements and Secured Bilateral Letters of all of the agreementsCredit (collectively, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon ; provided that the failure Guaranteed Obligations shall exclude any Excluded Swap Obligations. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject other Loan Party to any applicable grace Lender under or notice and cure period, each in respect of the Guarantors agrees Loan Documents but for the fact that it shall forthwith on demand pay they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beParty. Each of the Guarantors hereby agrees that this Guaranty is an absoluteGuarantor, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision by its acceptance of this Guaranty, the amount guaranteed by Administrative Agent and each other Lender Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of each Subsidiary Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Subsidiary Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and the Guarantors hereby irrevocably agree that the Obligations of each Subsidiary Guarantor under this Guaranty at any time shall be limited to the extentmaximum amount as will result in the Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Lender under this Guaranty or any other guaranty, if anysuch Guarantor will contribute, required to the maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so that its obligations hereunder shall not be subject as to avoidance maximize the aggregate amount paid to the Lenders under Section 548 or in respect of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountLoan Documents.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the any Borrower pursuant to the Credit Agreement, (ii) any obligations of any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all Banking Services Obligations and obligations of any Borrower or Subsidiary owing to any Lender or any affiliate of any Lender under any Swap Agreement, (iv) all other amounts payable by the any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents, Documents and (iiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the any Borrower of all of the agreements, conditions, covenants, and obligations of the such Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Obligations”). Upon (x) the failure by the Borrower, any Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any other provision obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Obligations immediately on demand against any cost, loss or liability they incur as a result of any Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty, Guaranty on the date when it would have been due (but so that the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Letters of Credit, (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Swap Obligations and Banking Services Obligations, and (iiiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, Borrower to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other provision support to each other Loan Party as may be needed by such Loan Party from time to time to honor all of this Guarantyits obligations under the Credit Agreement and the other Loan Documents in respect of such Swap Obligation (but, the amount guaranteed by in each Guarantor hereunder shall be limited case, only up to the extent, if any, required so maximum amount of such liability that its can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations hereunder shall not be subject to avoidance and undertakings under this Section 548 of the Bankruptcy Code or 2 voidable under any applicable state Uniform Fraudulent Transfer Actfraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Guarantied Obligations shall have been paid in full and the Commitments shall have been terminated and all Letters of Credit shall have expired or been terminated or canceled. Each Qualified ECP Guarantor intends this Section to constitute, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitationsand this Section shall be deemed to constitute, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention a guarantee of the parties hereto that any rights obligations of, and a “keepwell, support or other agreement” for the benefit of, each other Loan Party for all purposes of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountSection 1a(18)(A)(v)(II) of the Commodity Exchange Act.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents, Documents and (iiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond ▇▇▇▇▇▇ and all other amounts payable under any Permitted Bond ▇▇▇▇▇▇ shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower, Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower Borrowers pursuant to the Credit Agreement, (ii) any obligations of 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 any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower Company or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents, Documents and (iiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower Borrowers of all of the agreements, conditions, covenants, and obligations of the Borrower Borrowers contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create or include any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower, any Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

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

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the ObligationsIndebtedness, including, without limitation, (i) the principal of and interest on each Loan made to the each Borrower pursuant to the Credit Second Lien Term Loan Agreement, (ii) all other amounts payable by the each Borrower under the Credit Second Lien Term Loan Agreement and the other Loan Documents, including, without limitation, all obligations under Swap Agreements, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the each Borrower of all of the agreements, conditions, covenants, and obligations of the such Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “"Guaranteed Obligations”Indebtedness"). Upon (x) the failure by the any Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Second Lien Term Loan Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder This Guaranty shall be limited subordinated in right of payment to the extent, if any, required so that its obligations hereunder Guaranty granted by the Guarantors to the Administrative Agent pursuant to the Senior Credit Facility and any right to payment under this Guaranty shall not at all times be subject to avoidance under Section 548 the terms of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountIntercreditor Agreement.

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 and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment and performance when due (due, whether at stated upon maturity, upon 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) of the (such Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon Each U.S. Credit Party unconditionally promises that, if any or all of the failure 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 Borrower, Administrative Agent or the Lenders in collecting any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and Guaranteed Obligations. The Guaranty set forth in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty Article XI is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article XI in its most comprehensive sense and includes any and all advances, debts, 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 other 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 with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other provision of this Guarantythe Credit Documents, to the amount guaranteed by extent the obligations of a U.S. Credit Party 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 obligations of each Guarantor such U.S. Credit Party hereunder shall be limited to the extentmaximum amount that is permissible under applicable law (whether federal or state and including, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guarantywithout limitation, any other agreement or applicable law shall be taken into accountDebtor Relief Law).

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the any Borrower pursuant to the Credit Agreement, (ii) any obligations of any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement and (iv) all other amounts payable by the any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” 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, any Borrower or any of its AffiliatesSubsidiaries, as applicable, to pay punctually any such amount or perform amount, and (y) such obligation, subject to failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, as a primary obligor and not merely as surety, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the following (collectively, but subject to the provisions of Section 5, the “Guaranteed Obligations”): (a) all Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) fees on each Letter of Credit issued pursuant to the Credit Agreement, (iii) any obligations of the Borrower to reimburse LC Disbursements and to provide cash collateral with respect to Letters of Credit (“Reimbursement Obligations”), (iv) all other fees and other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iiiv) 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 Documents, and (b) all Swap Obligations and Banking Services Obligations; provided, however, that notwithstanding anything to the contrary contained in any Loan Document, for each portion of the foregoing being referred Guaranteed Obligations constituting a Swap Obligation, such Swap Obligation shall be guaranteed hereunder by only those Guarantors that are ECP Guarantors at the time the Swap Agreement or other agreement giving rise to collectively such Swap Obligation was or hereafter is entered into, except to the extent (if any) that such Guarantor’s status as a Non-ECP Guarantor at such time would not legally prohibit it from making such guarantee under the Commodity Exchange Act and other applicable law; provided, further, that if at any time any Non-ECP Guarantor becomes an ECP Guarantor, the guarantee made by such Guarantor hereunder shall be deemed to be automatically amended (without any further action required by any Person) to include liability for all Secured Obligations constituting Swap Obligations existing at such time. Without limiting the generality of the foregoing, the “Guaranteed Obligations”)” shall include all interest, fees and other amounts described in the foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding. Upon (x) the failure by the Borrower, or any of its Affiliates, as applicable, Borrower to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beSwap Agreement or Banking Services Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement and the other Loan Documents, Documents and (iiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Obligations”). Upon (x) the failure by the Borrower, Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each (a) For valuable consideration, the undersigned (“Guarantor”) hereby unconditionally guarantees and promises to pay promptly to Western Alliance Bank, an Arizona corporation, successor-in-interest to Bridge Bank N.A. (“Lender”), or order, in lawful money of the Guarantors hereby irrevocably United States, any and unconditionally guaranteesall Indebtedness of Determine Inc., a Delaware corporation, f/k/a Selectica, Inc., and Determine Sourcing, Inc., a Delaware corporation, f/k/a Selectica Sourcing Inc. (individually and collectively, jointly and severally with the other Guarantorsseverally, the full and punctual payment and performance “Borrower”) to Lender when due (due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter. Except as otherwise provided in Sections 1(b) and (c), the liability of Guarantor under this Guaranty is not limited as to the principal amount of the ObligationsIndebtedness 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. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor’s liability under any other guaranties signed by Guarantor. If more than one individual or entity sign this Guaranty, their obligations under this Guaranty shall be joint and several. (ib) the principal of and interest on each Loan made Notwithstanding anything to the Borrower contrary contained in this Guaranty, the maximum liability of Guarantor to Lender pursuant to this Guaranty shall be an amount equal to $1,000,000 (the Credit Agreement“Initial Guaranteed Amount”). Lender may reduce (in its sole and absolute discretion), but not increase, the Initial Guaranteed Amount at any time during the term of this Guaranty without Guarantor’s consent by written notice to Guarantor (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained Initial Guaranteed Amount as may be reduced in the Loan Documents (all of accordance with the foregoing being at any given time is referred to collectively herein as the “Guaranteed ObligationsAmount”). (c) Notwithstanding anything to the contrary contained in this Guaranty, this Guaranty shall terminate on April 30, 2019 (the “Termination Date”), unless prior to that date demand for payment is made; provided that upon the extension of the Maturity Date (as defined in the Financing Agreement), the Termination Date shall automatically extend to the date that is ten (10) days following the extended Maturity Date (as defined in the Financing Agreement) (such extension of the Termination Date, the “Additional Maturity Extension”). Upon Notwithstanding the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guarantyimmediately foregoing sentence, the amount guaranteed by each Guarantor hereunder Termination Date shall in no event be limited to the extentlater than July 30, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account2020.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Lenders as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment and performance when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of the Guaranteed Obligations of the Borrower and its Subsidiaries to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower or its Subsidiaries to the Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such indebtedness to the Administrative Agent and/or the Lenders, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Guaranteed Obligations, including, without limitation, . If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) the principal any judgment, decree or order of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, any court or administrative body having jurisdiction over such payee or any of its Affiliates, as applicable, to pay punctually property or (ii) any settlement or compromise of any such amount claim effected by such payee with any such claimant (including the Borrower or perform any of its Subsidiaries), then and in such obligationevent Holdings agrees that any such judgment, subject to decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any applicable grace revocation of this Guaranty or notice and cure period, each other instrument evidencing any liability of the Guarantors agrees that it Borrower or any of its Subsidiaries, and Holdings shall forthwith on demand pay be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount or perform had never originally been received by any such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Designated Financial Contract, and (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement Agreement, any Designated Financial Contract and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”); provided that the liability of any Guarantor hereunder shall not exceed the maximum amount of the claim which could then be recovered from such Guarantor under this Guaranty without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. Upon the failure by the Borrower, Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure periodamount, 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 Agreement, any Designated Financial Contract or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantorsguarantees to each Lender, the L/C Issuer, each Swap Bank, each Treasury Management Bank, the Administrative Agent, and each other holder of the Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Obligations in full and punctual payment and performance when due (whether at stated maturity, upon acceleration as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided, however, that with respect to any Foreign Subsidiary that has been a direct or indirect Subsidiary for less than one year, such Foreign Subsidiary’s guaranty shall be limited to the Canadian Obligations until the date such Foreign Subsidiary has been a Subsidiary for one year. The Guarantors hereby further agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, includingthe same will be promptly paid in full when due (whether at extended maturity, without limitationas a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Secured Swap Agreements or Secured Treasury Management Agreements, (i) the principal obligations of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower Guarantor under the Credit this Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to an aggregate amount equal to the extent, if any, required so largest amount that its would not render such obligations hereunder shall not be subject to avoidance under Section 548 the Debtor Relief Laws or any comparable provisions of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act law or similar statute or common law. In determining other applicable Law and (ii) the limitations, if any, on the amount Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon or by required or optional prepayment or by acceleration or otherwise) of (i) the Obligationsprincipal of, Make-Whole Amount, if any, with respect to, interest (including, without limitation, (iinterest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) on, and any other amounts due under the principal of and interest on each Loan made to the Borrower pursuant to the Credit AgreementNotes, (ii) all other amounts payable by the Borrower Company under the Credit Private Shelf Agreement and the other Loan Transaction Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower Company of all of the agreements, conditions, covenants, and obligations of the Borrower Company contained in the Loan Transaction Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations,” and the holders of the Notes and Prudential being referred to collectively as the “Holders of Guaranteed Obligations”). Upon the failure by occurrence and during the Borrower, or continuance of any Event of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure periodDefault under the Private Shelf Agreement, each of the Guarantors agrees that it shall forthwith on demand by the holders entitled thereto pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement Private Shelf Agreement, the Notes, or the relevant other Loan Transaction Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each (a) The Guarantor hereby irrevocably, absolutely and unconditionally guarantees to the Beneficiaries, with effect from the date of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Margin Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, the due and punctual payment (iii) the punctual and faithful performancenot merely collection), keepingin U.S. dollars, observanceof all present and future amounts, whether absolute or contingent, and fulfillment whether for principal, interest, fees, breakage costs, expenses, indemnification or otherwise, owing by the Borrower Company under the Margin Loan Agreement and the other Loan Documents, as and when such amounts become due and payable, whether at their scheduled due dates, upon acceleration or otherwise (or would otherwise be owing, due or payable under the Margin Loan Agreement and the other Loan Documents but for the commencement of any bankruptcy, insolvency or similar proceeding in respect of the Company) and the performance of all of the agreements, conditions, covenants, delivery and other obligations of the Borrower contained in Company under the Margin Loan Agreement and the other Loan Documents in accordance with the terms thereof (all of the foregoing being referred to collectively as such payment and performance obligations, the “Guaranteed Obligations”). (b) The obligations of the Guarantor under this Guaranty constitute a guaranty of payment and performance when due and not of collection. (c) The Guarantor hereby agrees to pay all costs, fees and expenses (including, without limitation, fees and disbursements of counsel) incurred by any Beneficiary in enforcing this Guaranty. (d) In no event shall any Beneficiary be obligated to take any action, obtain any judgment or file any claim prior to enforcing this Guaranty. Upon Each of the Beneficiaries shall have the right, individually or jointly, to demand payment or performance of the Guaranteed Obligations upon failure of the Company punctually to pay or perform the same and to enforce the obligations of the Guarantor under this Guaranty. Accordingly, upon failure of the Company punctually to pay or perform any Guaranteed Obligation and upon demand by any Beneficiary to the Guarantor, the Guarantor agrees to pay or perform, or cause to be paid or performed, such Guaranteed Obligation; provided that delay by any Beneficiary in giving such demand shall in no event affect the Guarantor’s obligations under this Guaranty. The rights, powers, remedies and privileges provided in this Guaranty are cumulative and not exclusive of any rights, powers, remedies and privileges provided by any other agreement or by law. (e) The Guarantor hereby agrees that this is a continuing guaranty and that the Guaranteed Obligations shall be unconditional. The Guaranteed Obligations shall not be discharged except by the Borrowercomplete payment of the amounts payable under the Margin Loan Agreement, irrespective of (1) any claim as to the validity, regularity or enforceability of the Margin Loan Agreement or this Guaranty or any other of the Loan Documents; (2) any purported lack of authority of the Company to execute or deliver the Loan Documents; (3) any change in the time, manner or place of payment of, or in any other term of, or amendment to, any Loan Document; (4) any waiver or consent by any Beneficiary with respect to any provisions of the Margin Loan Agreement or any other Loan Document or any compromise or release of any of its Affiliates, as applicable, the obligations thereunder; (5) the absence of any action to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of enforce 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 Margin Loan Agreement or the relevant any other Loan Document, as to recover any judgment against the case Company or to enforce a judgment against the Company under the Margin Loan Agreement or any other Loan Document; (6) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Company; (7) any setoff, counterclaim, or defense of any kind or nature which may be. Each be available to or asserted by the Guarantor or the Company against the Beneficiaries or any of their affiliates; (8) any impairment, furnishing, exchange or release of, or failure to perfect or enforce any security interest in, collateral securing the Obligations; (9) any change in the laws, rules or regulations of any jurisdiction; (10) any present or future action of any Governmental Authority amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty obligations of payment and is not a guaranty of collection. Notwithstanding the Company under the Margin Loan Agreement or any other provision Loan Document to which it is a party or of the Guarantor under this Guaranty, or (11) any other circumstance (other than full payment or performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. (f) The Guarantor hereby waives diligence, presentment, demand on the Company for payment or otherwise, any filing of claims, any requirement of a prior proceeding against the Company and protest or notice of any kind whatsoever. If at any time (including any time after termination or expiration of this Guaranty) payment of any of the Guaranteed Obligations is rescinded or must be otherwise restored or returned by any Beneficiary upon the insolvency, bankruptcy or reorganization of the Company or the Guarantor or otherwise, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant with respect to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law payment shall be taken into accountreinstated upon such restoration or return being made by such Beneficiary, all as though such payment had not been made.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, as primary obligor and not as surety merely, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the ObligationsObligations (other than Obligations arising or incurred to the Lenders or any of their Affiliates under any Swap Agreement or any Banking Services Agreement), including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, Agreement and (ii) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement and the other Loan Documents, and Documents (iiiother than any Swap Agreement or any Banking Services Agreement) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower, Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure periodperiod to the extent applicable, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any other provision obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty, Guaranty on the date when it would have been due (but so that the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each of the Guarantors hereby irrevocably and (a) The Guarantor unconditionally guarantees, jointly as a primary obligor and severally with not merely as a surety: (x) the other Guarantors, the full due and punctual payment of: (i) all principal of, premium (if any) and performance when due interest on any Loan borrowed by AHL under, or any Note issued by AHL pursuant to, the Credit Agreement or any other Loan Document (including, without limitation, any interest which accrues after the commencement of (A) any voluntary or involuntary case or proceeding under any Debtor Relief Laws with respect to AHL, (B) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or similar case or proceeding with respect to AHL or any material portion of its respective assets, (C) any liquidation, dissolution, reorganization or winding up of AHL whether at stated maturityvoluntary or involuntary and whether or not involving insolvency or bankruptcy or (D) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of AHL (each an “Insolvency or Liquidation Proceeding”), upon acceleration whether or otherwisenot 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 AHL pursuant to the Obligations, Credit Agreement or any other Loan Document (including, without limitation, (iA) all expenses of the principal Administrative Agent, Agent-Related Persons or the Lenders as to which one or more of and interest on each Loan made them have a right to the reimbursement by any Borrower pursuant to under Section 10.04(a) of the Credit AgreementAgreement or under any other similar provision of any other Loan Document, (iiB) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement by any Borrower under Section 10.04(b) of the Credit Agreement or under any other similar provision of any other Loan Document and (C) any amounts which accrue after the commencement of any Insolvency or Liquidation Proceeding with respect to AHL, whether or not allowed or allowable as a claim in any such proceeding); and (iii) all other amounts now or hereafter payable by AHL pursuant to any Loan Document and all other obligations or liabilities now existing or hereafter arising or incurred on the Borrower under part of AHL pursuant to any Loan Document (including, without limitation, any amounts which accrue after the Credit Agreement commencement of any Insolvency or Liquidation Proceeding with respect to AHL, whether or not allowed or allowable as a claim in any such proceeding); in each case, together with all renewals, modifications, consolidations or extensions thereof and the whether now or hereafter due, owing or incurred in any manner, whether actual or contingent, whether incurred solely or jointly with any other Loan DocumentsPerson and whether as principal or surety (and including all liabilities in connection with any notes, bills or other instruments accepted by any Finance Party in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof; and (iiiy) the due and punctual and faithful performance, keeping, observance, and fulfillment by the Borrower performance of all of the covenants, agreements, conditions, covenants, obligations and obligations liabilities of the Borrower contained in AHL under or pursuant to the Loan Documents (all of the foregoing being such monetary and other obligations referred to in clauses (x) and (y) above being herein collectively referred to as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice . (b) The books and cure period, each records of the Guarantors agrees that it shall forthwith on demand pay such Administrative Agent showing the amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. (c) Anything contained in this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this GuarantyAgreement to the contrary notwithstanding, the amount guaranteed by each obligations of the Guarantor hereunder shall be limited to a maximum aggregate amount equal to the extent, if any, required so greatest amount that its would not render the Guarantor’s obligations hereunder shall not be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of the Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Guarantor (i) in respect of intercompany indebtedness to AHL or any of its Affiliates to the extent that such indebtedness 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 and (ii) under any guaranty of Debt subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of the Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of the Guarantor to the value (as determined under the applicable state Uniform provisions of the Fraudulent Transfer ActLaws) of any rights to subrogation, Uniform Fraudulent Conveyance Act contribution, reimbursement, indemnity or similar statute rights of the Guarantor pursuant to (i) applicable Law or common law(ii) any agreement providing for an equitable allocation among the Guarantor and AHL and its Affiliates of obligations arising under guaranties by such parties (including the agreements in Article III of this Agreement). In determining If the limitations, if any, on Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the total amount of any Guarantor’s obligations hereunder pursuant to the preceding sentenceGuaranteed Obligations, then it is understood and agreed that the intention portion of the parties hereto that any rights of subrogation, indemnification or contribution Guaranteed Obligations for which such the Guarantor may have under this Guaranty, any other agreement or applicable law is liable hereunder shall be taken into accountthe last portion of the Guaranteed Obligations to be repaid.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantorsguarantees to each Lender, the L/C Issuer and each other holder of Obligations as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full and punctual payment and performance when due (whether at stated maturity, upon acceleration as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, includingthe same will be promptly paid in full when due (whether at extended maturity, without limitationas a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Obligations, (ia) the principal obligations of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower Guarantor under the Credit this Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such shall not exceed an aggregate amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited equal to the extent, if any, required so largest amount that its would not render such obligations hereunder shall not be subject to avoidance under Section 548 applicable Debtor Relief Laws, and (b) no Foreign Subsidiary or 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 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 (B) could not reasonably be expected to cause any material adverse tax consequences) of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common lawissued and outstanding Equity Interests entitled to vote (within the meaning of Treas. In determining Reg. Section 1.956-2(c)(2)) be pledged as collateral to secure the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountObligations.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and any Bank Product Provider to enter into any Bank Product 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 Bank Product, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment and performance when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all Obligations. If any or all of the Obligations becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such 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 collecting any of the Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (ibecause of any applicable state or federal law relating to fraudulent conveyances or transfers) then the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any each such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under applicable law (whether federal or state and including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountCode).

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Loan Agreement, (ii) obligations owing under or in connection with the Letter of Credit, (iii) all other amounts payable by the Borrower under the Credit Loan Agreement, (iv) the principal of and interest on the Senior Secured Convertible Notes, (v) all other amounts payable by the Borrower under the Senior Secured Convertible Notes, the Securities Purchase Agreement and the other Loan Guaranteed Documents, and (iiivi) 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 Guaranteed Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Loan Agreement or the relevant other Loan Guaranteed Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract or Treasury Management Agreement with a Loan Party, and the other GuarantorsAdministrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full and punctual payment and performance when due (whether at stated maturity, upon acceleration as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, includingthe same will be promptly paid in full when due (whether at extended maturity, without limitationas a mandatory prepayment, (iby acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the principal terms of and interest on each Loan made such extension or renewal. Notwithstanding any provision to the Borrower pursuant to contrary contained herein or in any other of the Credit AgreementLoan Documents, (ii) all other amounts payable by Swap Contracts or Treasury Management Agreements, the Borrower obligations of each Guarantor under the Credit this Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to an aggregate amount equal to the extent, if any, required so largest amount that its would not render such obligations hereunder shall not be subject to avoidance under Section 548 the Debtor Relief Laws, any comparable provisions of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act Law or similar statute any applicable corporate or common law. In determining other organizational Laws relating to the limitations, if any, on ability of an entity to approve and authorize or make Guarantees or Indebtedness (or the amount effectiveness of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention such approval or authorization or making) in excess of the parties hereto an amount that any rights of subrogation, indemnification would render such entity insolvent or contribution which such Guarantor other amount as may have under this Guaranty, any other agreement or applicable law shall be taken into accountestablished by such Law.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the any Borrower pursuant to the Credit Agreement, (ii) any obligations of any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement, (iv) all other amounts payable by the any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement and the other Loan Documents, Documents and (iiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the any Borrower of all of the agreements, conditions, covenants, and obligations of the such Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Obligations”). Upon (x) the failure by the Borrower, any Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

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

The Guaranty. Each of the The Guarantors hereby irrevocably unconditionally and unconditionally guarantees, jointly and severally with the other Guarantors, guarantee (i) the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to Reimbursement Note issued by the Borrower pursuant to the Credit Reimbursement Agreement, (ii) and the full and punctual payment of all other amounts payable by the Borrower under the Reimbursement Agreement, including, without limitation, all Loans and interest thereon, all Letter of Credit Obligations, all compensation and indemnification amounts and fees payable pursuant to the Reimbursement Agreement and the Agent's Letter Agreement, and (ii) the timely performance of all other obligations of the Borrower under the Reimbursement Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing obligations being referred to collectively as the “"Guaranteed Obligations”"). Upon the failure by the Borrower, or any of its Affiliates, as applicable, Borrower to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure periodobligations, each of the Guarantors agrees that it shall forthwith on demand pay such the amount or perform such obligation not so paid at the place and in the manner specified in the Credit Agreement Reimbursement Agreement, the relevant Reimbursement Note or the relevant other Loan Document, as the case may be. Each of , or perform such obligation in accordance with the Guarantors hereby agrees that this Guaranty is an absoluteterms and conditions therefor specified in the Reimbursement Agreement or the other Loan Documents, irrevocable and unconditional guaranty of payment and is not a guaranty pay all costs of collection. Notwithstanding any other provision , including reasonable attorneys fees; provided that, notwithstanding the provisions of this GuarantyO.C.G.A. 13-1-11(a)(2) to the contrary, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject obligated to avoidance under Section 548 of pay more than the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which attorneys fees actually incurred in connection with such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountcollection.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any Affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents, Documents and (iiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”) (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Borrower, Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any cost, loss or liability they incur as a result of the Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a guaranty).

The Guaranty. Each of the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with guarantees to each holder from time to time of any of the other GuarantorsNotes, the full due and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) in full of the Obligations, including, without limitation, (i) the principal of of, the Yield-Maintenance Amount, if any, and interest on each Loan made to on, and any other amounts due under, the Borrower pursuant to Notes when and as the Credit Agreement, same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (ii) all any other amounts payable by the Borrower sums which may become due under the Credit terms and provisions of the Note Agreement and the other Loan Documents, Notes (all such obligations described in clauses (i) and (iiiii) above are herein called 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 "Guaranteed Obligations"). The guaranty in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty preceding sentence is ----------------------- an absolute, irrevocable present and unconditional continuing guaranty of payment and not of collectibility and is not a guaranty of collection. Notwithstanding in no way conditional or contingent upon any attempt to collect from the Company or upon any other provision action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of this Guarantysuch Guaranteed Obligations, the amount guaranteed by each Guarantor hereunder shall be limited agrees to pay the same when due to the extentholders of the Notes entitled thereto, without demand, presentment, protest or notice of any kind, in the specified Available Currency, at the place for payment specified in the Notes and the Note Agreement. Each default in payment of principal of, Yield-Maintenance Amount, if any, required so or interest on any Note shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Guarantor hereby agrees that its obligations hereunder shall not the Notes issued in connection with the Note Agreement may make reference to this guaranty. Each Guarantor hereby agrees to pay and to indemnify and save the holders of the Notes harmless from and against any damage, loss, cost or expense (including attorneys' fees) which such holder may incur or be subject to avoidance under Section 548 as a consequence, direct or indirect, of (i) any breach by any Guarantor or by the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount Company of any Guarantor’s obligations hereunder pursuant warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes or the Note Agreement, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, and (ii) any legal action commenced to challenge the preceding sentencevalidity of this Guaranty Agreement, it is the intention of Notes or the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountNote Agreement.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Loan Agreement, (ii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iii) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Loan Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents, Documents and (iiiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower, Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Loan Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which that such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of, and all amounts payable by, the Borrower or any other Loan Party owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement (such agreement, a “Lender Swap Agreement” or “Lender Banking Services Agreement”, respectively, and such obligations and amounts under such Lender Swap Agreements being referred to as “Swap Obligations”), (iv) all other amounts payable by the Borrower or any other Loan Party under the Credit Agreement and the other Loan Documents, Documents and (iiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower, Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Lender Swap Agreement, any Lender Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Letters of Credit, (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Swap Obligations and Banking Services Obligations, and (iiiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any other provision obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Secured Parties immediately on demand against any cost, loss or liability they incur as a result of the Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty, Guaranty on the date when it would have been due (but so that the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each (a) In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Borrower and Guarantors from the proceeds of the Loans and the issuance of Letters of Credit, Borrower and Guarantors hereby irrevocably and unconditionally guaranteesagree with the Banks as follows: subject to paragraph (b) below, each Guarantor hereby jointly and severally with the other Guarantorsseverally, unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment and performance when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of the Obligations, including, without limitation, (i) the principal of any and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenantsGuaranteed Obligations of Borrower, and obligations of the Borrower contained in the Loan Documents (if any or all of the foregoing being referred Guaranteed Obligations of Borrower become due and payable hereunder, each Guarantor unconditionally promises to collectively as pay such indebtedness to the “Banks, on order or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Banks in collecting any of the Guaranteed Obligations”). (b) To the extent and for any period that the Dual Indenture remains in effect, the liability of Dual Holding Company hereunder shall never exceed a maximum of $35,000,000 in the aggregate, provided, that such liability of Dual Holding Company shall remain in effect until the final repayment of the last $35,000,000 of the Obligations outstanding and shall not be reduced by any payments (other than payments by Dual Holding Company in satisfaction of the Guaranteed Obligations) until the Obligations are reduced to a figure below that amount. Upon Further, notwithstanding the failure by the Borrower, or any of its Affiliates, as applicableforegoing limitation, to pay punctually any such amount the extent said Dual Indenture prohibits, limits or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of restricts Dual Holding Company from entering into this Guaranty, in whole or in part, the amount guaranteed by each Guarantor Agent, the Banks and the Letter of Credit Issuer do agree that such prohibition, limitations or restrictions shall, except as hereinbelow specifically stated, take precedence hereover and the obligations of Dual Holding Company shall be subject thereto, provided, immediately upon the lifting of such prohibition, limitations or restrictions, Dual Holding Company's liability hereunder shall be limited to immediately reinstated and all limitations therein shall be eliminated without the extentneed for action or notice by, if anyor to, required so that its obligations hereunder any party, provided, notwithstanding, the maximum aggregate liability of Dual Holding Company shall remain $35,000,000 and shall not be subject to avoidance under increased above said amount. Nothing contained in this Section 548 of 13.01(b) shall affect the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount liability of any Guarantor’s obligations hereunder pursuant other Guarantor or the rights of any Bank in regard to said parties, and shall be effective in respect of Dual Holding Company only to the preceding sentence, it is limited extent and for the intention of period expressly set forth in the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountDual Indenture.

The Guaranty. Each of the Guarantors hereby irrevocably and Guarantor unconditionally guarantees, jointly and severally with the other Guarantors, and severally, as a primary obligor and not merely as a surety: (x) the full due and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of all Second Lien Credit Obligations of the ObligationsBorrower whether now or hereafter due, includingowing or incurred in any manner, without limitationwhether actual or contingent, whether incurred solely or jointly with any other Person and whether as principal or surety (i) the principal of and interest on including all liabilities in connection with any notes, bills or other instruments accepted by any Credit Party in connection therewith), together in each Loan made to the Borrower pursuant to the Credit Agreementcase with all renewals, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documentsmodifications, consolidations or extensions thereof, and (iiiy) the due and punctual performance of all covenants, agreements, obligations and faithful performanceliabilities of Holdings, keeping, observance, and fulfillment by the Borrower of all of and the agreements, conditions, covenants, and obligations of the Borrower contained in Other Loan Parties under or pursuant to the Loan Documents (all of the foregoing such monetary and other obligations being herein collectively referred to collectively as the “Guaranteed Obligations”). Upon Anything contained in this Agreement to the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guarantycontrary notwithstanding, the amount guaranteed by obligations of each Subsidiary Guarantor hereunder shall be limited to a maximum aggregate amount equal to the extent, if any, required so greatest amount that its would not render such Subsidiary Guarantor’s obligations hereunder shall not be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor (i) in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by such Subsidiary Guarantor hereunder or (B) has been pledged to, and is enforceable by, the Collateral Agent on behalf of the Credit Parties and (ii) under any guaranty of Indebtedness subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Subsidiary Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Subsidiary Guarantor to the value (as determined under the applicable state Uniform provisions of the Fraudulent Transfer ActLaws) of any rights to subrogation, Uniform Fraudulent Conveyance Act contribution, reimbursement, indemnity or similar statute rights of such Subsidiary Guarantor pursuant to (i) applicable Law or common law(ii) any agreement providing for an equitable allocation among such Subsidiary Guarantor and other Affiliates of the Borrower of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). In determining If any Subsidiary Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the limitations, if any, on the total amount of any Guarantor’s obligations hereunder pursuant to the preceding sentenceGuaranteed Obligations, then it is understood and agreed that the intention portion of the parties hereto that any rights of subrogation, indemnification or contribution Guaranteed Obligations for which such Subsidiary Guarantor may have under this Guaranty, any other agreement or applicable law is liable hereunder shall be taken into accountthe last portion of the Guaranteed Obligations to be repaid.

The Guaranty. Each To induce the Lenders to provide the credits described herein and in consideration of benefits expected to accrue to the Credit Parties by reason of the Guarantors Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, the Parent and each of its direct and indirect Domestic Subsidiaries (individually each a “Guarantor” and collectively the “Guarantors”), hereby unconditionally and irrevocably and unconditionally guarantees, guarantee jointly and severally with to the other GuarantorsAdministrative Agent, the full Lenders, and each other holder of any of the Obligations or Hedging Liability, (x) the due and punctual payment of all present and performance future indebtedness of the Credit Parties evidenced by or arising out of the Loan Documents, including, but not limited to, the due and punctual payment of principal of and interest on the Notes, the Reimbursement Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by either Credit Party under the Loan Documents as and when the same shall become due (and payable, whether at stated maturity, upon by acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made according to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement terms hereof and the other Loan Documentsthereof, and (iiiy) the due and punctual and faithful performance, keeping, observance, and fulfillment by the Borrower payment of all present and future Hedging Liability as and when the same shall become due and payable, whether at its stated maturity, by acceleration or otherwise, according to the terms thereof, provided that neither Credit Party shall be understood to be a Guarantor of any Obligations or Hedging Liability with respect to which it is the agreements, conditions, covenants, and obligations primary obligor. In case of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, Credit Party punctually to pay punctually any such amount indebtedness or perform such obligation, subject other Obligations guaranteed hereby (after giving effect to any applicable grace or notice and cure periodperiods), each of Guarantor hereby unconditionally agrees jointly and severally to make such payment or to cause such payment to be made punctually as and when the Guarantors agrees that it same shall forthwith on demand pay become due and payable, whether at stated maturity, by acceleration or otherwise, and as if such amount or perform such obligation at payment were made by the place and in the manner specified in the applicable Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountParty.

The Guaranty. Each of the Guarantors 12.1.1 The Guarantor hereby irrevocably and unconditionally guarantees, jointly as a primary obligor and severally with not merely as a surety, to each Holder and to the other Guarantors, Trustee and its successors and assigns the full and punctual payment and performance when due (due, whether at stated maturityby acceleration, upon acceleration by redemption or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, interest on or liquidated damages, if any, in respect of the Loan Documents Securities and all other monetary obligations of the Company under this Indenture and the Securities (all of the foregoing being referred to hereinafter collectively as called the “Guaranteed Obligations”). Upon The Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantor, and that the Guarantor shall remain bound under this Article notwithstanding any extension or renewal of any Guaranteed Obligation. 12.1.2 The Guarantor waives, to the fullest extent permitted by law, presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by any Holder or the Borrower, Trustee for the Guaranteed Obligations or any of its Affiliates, as applicablethem; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of the Guarantor. 12.1.3 The Guarantor hereby waives, to pay punctually the fullest extent permitted by law, any such amount right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or perform such obligationthe Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Guarantor hereunder. The Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against the Guarantor. The Guarantor hereby waives the benefits to which it is entitled under Articles 333, 824, 829, 830, 834, 835, 837, 838 and 839 of the Brazilian Civil Code, and Article 595 of the Brazilian Code of Civil Procedure. 12.1.4 The Guarantor further agrees that its guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. 12.1.5 Except as expressly set forth in Article 13 and Section 12.2, the obligations of the Guarantor hereunder shall not be subject to any applicable grace reduction, limitation, impairment or notice termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and cure periodshall not be subject to any defense of setoff, each counterclaim, recoupment or termination whatsoever or by reason of the Guarantors invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantor or would otherwise operate as a discharge of the Guarantor as a matter of law or equity. 12.1.6 The Guarantor agrees that it its guarantee shall forthwith on demand pay such amount remain in full force and effect until payment in full of all the Guaranteed Obligations. The Guarantor further agrees that its guarantee herein shall continue to be effective or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Documentbe reinstated, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if anyat any time payment, required so that its obligations hereunder shall not be subject to avoidance under Section 548 or any part thereof, of the Bankruptcy Code principal of or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act interest or similar statute or common law. In determining the limitationsliquidated damages, if any, on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. 12.1.7 In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest or liquidated damages, if any, on any Guaranteed Obligation when and as the same shall become due, whether by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Paying Agent for the benefit of Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of any Guarantor’s such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations and (iii) all other monetary obligations hereunder pursuant of the Company to the preceding sentenceHolders and the Trustee. 12.1.8 The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. The Guarantor further agrees that, it is as between it, on the intention one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the parties hereto that Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 5 for the purposes of any guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 5, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 12.1. 12.1.9 The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights of subrogation, indemnification or contribution which such Guarantor may have under this GuarantySection 12.1. 12.1.10 Upon request of the Trustee, any other agreement the Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or applicable law shall be taken into accountproper to carry out more effectively the purpose of this Indenture.

The Guaranty. Each of the Guarantors Subject to Section 9.08 hereof, each Borrower and each Subsidiary thereof party hereto hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and unconditionally guaranteesnot as surety, jointly and severally with the other Guarantorsseverally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration acceleration, early termination, demand, declaration or otherwise) , and at all times thereafter), and performance of, the Obligations, including but not limited to, any and all obligations owed to any Lender Swap Counterparty under each Lender Swap Agreement or any Bank Product Provider with respect to any Bank Product Obligations now or hereafter existing or and all renewals, rearrangements, increases, extensions for any period, substitutions, modifications, amendments or supplements in whole or in part of any of the Obligations, including, without limitation, any such Obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not allowed or allowable in such proceeding (iincluding all such amounts that would become due but for the operation of the automatic stay under Section 362(a) of the principal of and interest on each Loan made to the Borrower pursuant to the Credit AgreementUnited States Bankruptcy Code, (ii) all other amounts payable by the Borrower under the Credit Agreement 11 U.S.C. §362(a), and the other Loan Documents, operation of Sections 502(b) and (iii506(b) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreementsUnited States Bankruptcy Code, conditions11 U.S.C. §502(b) and §506(b)) (collectively, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, Credit Party to pay punctually when due any such amount or perform such obligation, subject to any applicable grace or notice and cure periodamount, each of the Guarantors agrees that it shall forthwith on demand pay such to the Administrative Agent for the benefit of the Lenders and, if applicable, their Affiliates, the amount or perform such obligation not so paid at the place and in the manner specified in the Credit Agreement or the relevant this Agreement, any other Loan Document, any Lender Swap Agreement, as the case may be. This Guaranty is a guaranty of payment and not of collection. 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 waives any other provision of this Guaranty, right to require the amount guaranteed by each Guarantor hereunder shall be limited Secured Parties to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under sue any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this GuarantyBorrower, any other agreement guarantor, or applicable law shall be taken into accountany other Person obligated for all or any part of the Guaranteed Obligations, or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

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

The Guaranty. Each 2.1. The Performance Guarantor guarantees to the Beneficiary that in the event of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance a failure by any Originator to pay when due (whether at stated maturity, upon acceleration or otherwise) any of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligationPerformance Guarantor, subject to the terms of this Undertaking, will promptly pay such Obligation. The liability of the Performance Guarantor under this Undertaking shall be absolute and unconditional irrespective of any lack of genuineness, validity, legality or enforceability of any Transaction Document or any other document, agreement or instrument relating thereto or any assignment or transfer of any thereof. The Performance Guarantor hereby expressly and irrevocably waives, to the fullest extent permitted by law, any and all defenses, counterclaims or offsets available to it under applicable law, except the defense of discharge by payment in full or that any applicable grace or notice and cure periodstatute of limitations on any claims hereunder has run. Subject to the immediately preceding sentence, each the Obligations of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Performance Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject discharged, released or affected by any circumstance whatsoever, involving without limitation any bankruptcy, insolvency, reorganization or similar proceeding with respect to avoidance under Section 548 an Originator or any other Person or any taking, exchange, release or non-perfection of any collateral security for all or any portion of the Bankruptcy Code Originators’ Obligations, any manner of application of such collateral security or under any applicable state Uniform Fraudulent Transfer Actproceeds thereof or any sale or other disposition of such collateral security or the exercise or failure to exercise any remedies by the Beneficiary (or the Administrative Agent on behalf of the Secured Parties) against any Originator or any taking, Uniform Fraudulent Conveyance Act release, amendment or similar statute waiver of or common law. In determining the limitations, if any, on the amount consent to departure from any other guarantee of any Guarantor’s obligations hereunder pursuant of the Obligations. This Undertaking is in no way conditioned upon any attempt to collect or enforce performance or compliance by any Originator or any other event or circumstance. Notwithstanding the foregoing, this Undertaking is not a guarantee of the recovery of any of the Receivables whether in part or in full, and the Performance Guarantor shall not be responsible or liable for any inability of any Person including but not limited to the preceding sentenceBeneficiary, the Administrative Agent, and Secured Party or any Person deriving title from or claiming through any of them to collect any Receivable due to the inability, insolvency, bankruptcy, lack of creditworthiness, refusal or failure to pay of the related Obligor. The Performance Guarantor acknowledges and agrees that it is the intention informed of the parties hereto that financial situation of the Originators and the reasons for the request made by the Beneficiary to the Performance Guarantor to grant the undertakings set out herein. 2.2. The Performance Guarantor authorizes the Beneficiary and each Secured Party without notice or demand, from time to time to renew, accelerate, compromise, settle, restructure, refinance, refund or otherwise reduce the amount, and extend the time for payment, of the Obligations or any part thereof, or otherwise change the terms of the Obligations or any part thereof in each case as permitted by the Transaction Documents, without the consent of the Performance Guarantor. Any failure to take action by the Beneficiary under or in respect of the Receivables Purchase Agreement or the Sale Agreement shall not release, reduce or affect the liability of the Performance Guarantor. 2.3. Upon making a payment under this Section 2 in respect of any Obligation, the Performance Guarantor shall be subrogated to the rights of subrogation, indemnification or contribution the payee against the applicable Originator with respect to such Obligation; provided that the Performance Guarantor shall not exercise any subrogation rights which such Guarantor it may have under this Guaranty, Undertaking nor shall the Performance Guarantor seek any other agreement reimbursement under this Undertaking from the applicable Originator unless and until (a) all of the outstanding Obligations have been paid in full and (b) all of the Commitments of the Purchasers under the Receivables Purchase Agreement have terminated or applicable law shall be taken into accountexpired in accordance with the terms of the Receivables Purchase Agreement.

The Guaranty. Each of (a) Subject to Section 2(b), Section 2(c) and Section 2(d), the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees to TOPS the full and punctual timely performance and discharge by Obligor of all payment and performance when due (whether at stated maturity, upon acceleration obligations of Obligor now existing or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower hereafter arising under the Credit Guaranty Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon , and agrees that if Obligor fails to pay any amount when and as the same becomes due and payable by Obligor to TOPS under the Guaranty Agreement, the Guarantor will, within ten (10) days from and after the effectiveness of notice of such failure by the Borrower, from TOPS or any of its AffiliatesPartner, as applicable, to pay punctually forthwith perform and discharge any such amount payment obligation to TOPS as is required to be made or perform such obligation, subject done by Obligor pursuant to any applicable grace or notice and cure period, each the terms of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at Guaranty Agreement. Subject to Section 2(b), Section 2(c) and Section 2(d), the place and guaranty in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty preceding sentence is an absolute, irrevocable present and unconditional continuing guaranty of performance of obligations (including the payment of money) and not of collectability and is in no way conditional or contingent upon any attempt to collect from Obligor or upon any other action, occurrence or circumstance whatsoever. Subject to Section 2(b), Section 2(c) and Section 2(d), including the appropriate resolution of any applicable “Capital Call Disputes” as provided under Section 4.1(f) of the Partnership Agreement, it will not a be necessary for TOPS or any Partner, in order to enforce such performance by the Guarantor, first to institute suit or exhaust its remedies against Obligor, any other guarantor, or any other Person liable with respect to the Guaranteed Obligations. (b) Notwithstanding anything to the contrary contained in this Section 2 or elsewhere in this Agreement, Enterprise, TEPPCO and TOPS each separately acknowledge and agree that the Guarantor will have the benefit of and the right to assert any defenses against the claims of TOPS which are available to Obligor or OFLP and which would have also been available to the Guarantor if the Guarantor had been in the same contractual position as OFLP under the Partnership Agreement, including the appropriate resolution of any applicable “Capital Call Dispute” as provided under Section 4.1(f) of the Partnership Agreement, other than defenses arising from the bankruptcy or insolvency of Obligor or OFLP. (c) This guaranty of collectionis limited in amount. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited anything to the extentcontrary contained in this Section 2 or elsewhere in this Agreement, if anyEnterprise, required so TEPPCO and TOPS each separately acknowledge and agree that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant under this Agreement, inclusive of all attorneys’ fees, expenses and other sums due hereunder, shall not exceed the difference between (i) US $700 million and (ii) any and all sums paid by Obligor under the Guaranty Agreement. (d) Notwithstanding anything to the preceding sentencecontrary contained in this Section 2 or elsewhere in this Agreement, it is Enterprise, TEPPCO and TOPS each separately acknowledge and agree that the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have Guarantor’s obligations under this GuarantyAgreement shall terminate and be of no further force or effect upon the payment of 100% of all amounts for costs and expenses incurred on behalf of TOPS related to the formation of TOPS and of all amounts to be incurred by TOPS to design, any other agreement or applicable law shall be taken into accountconstruct, install and place in service the Initial Facilities as necessary to timely and satisfactorily fulfill all of TOPS’s obligations under the Throughput Agreements.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the any Borrower pursuant to the Credit Agreement, (ii) any obligations of any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of any Borrower or Subsidiary owing to any Lender or any affiliate of any Lender under any Swap Agreement, (iv) all other amounts payable by the any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement and the other Loan Documents, Documents and (iiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the any Borrower of all of the agreements, conditions, covenants, and obligations of the such Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Obligations”). Upon (x) the failure by the Borrower, any Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any other provision obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Obligations immediately on demand against any cost, loss or liability they incur as a result of any Borrower or any of its Affiliates not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under this Guaranty, Guaranty on the date when it would have been due (but so that the amount guaranteed payable by each Guarantor hereunder shall be limited under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, amount claimed had been recoverable on the amount basis of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accounta guaranty).

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the either Borrower pursuant to the Credit Agreement, (ii) all obligations of either Borrower owing under any Related Swap Agreement, (iii) all other amounts payable by the either Borrower or any other Credit Party under the Credit Agreement, any Related Swap Agreement and the other Loan Documents, Documents and (iiiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower Borrowers of all of the agreements, conditions, covenants, and obligations of the Borrower Borrowers contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations (including the Administrative Agent) being referred to collectively as the “Holders of Obligations”). Upon (x) the failure by the Borrower, either Borrower or any of its Affiliatesother Credit Party, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Related Swap Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower or any Subsidiary owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents, Documents and (iiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”); provided however that the definition of Guaranteed Obligations shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining the obligations of any Guarantor hereunder. Notwithstanding the foregoing, and for the avoidance of doubt, obligations arising from Bond ▇▇▇▇▇▇ and letter of credit facilities that are not under the Credit Agreement shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower, Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each (a) In order to induce the Bank to enter into this Agreement, each of the Guarantors hereby irrevocably and unconditionally guaranteesGuarantors, jointly and severally with severally, hereby unconditionally and absolutely guarantees to the other GuarantorsBank as primary obligor and not merely as surety, the full and punctual prompt payment and performance when due (due, whether at stated maturity, upon acceleration or otherwise, of (i)(A) of the ObligationsLoans to the Borrower under this Agreement and pursuant to the Notes and the other Loan Documents, including, without limitation, (i) the all principal of and interest on each Loan made to the Borrower pursuant to the Credit AgreementLoans, (ii) all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Loan Agreement and the or any other Loan DocumentsDocument (including interest accruing after the filing of a petition or commencement of a case by or with respect to the 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 such proceeding), and (iiiB) 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 to the Bank under any Hedge Agreements, and (ii) all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred or paid by the Bank in the Loan Documents connection with any suit, action or proceeding to enforce or protect any of its rights hereunder (all of the foregoing being referred to collectively as the collectively, “Guaranteed Obligations”). Upon If any or all of the failure Guaranteed Obligations becomes due and payable hereunder, each Guarantor, jointly and severally, unconditionally promises to pay such indebtedness to the Bank on order, or demand, together with any and all reasonable expenses which may be incurred by the Borrower, or Bank in collecting any of its Affiliatesthe Guaranteed Obligations. (b) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, to the extent the obligations of the Guarantors 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 obligations of the Guarantors hereunder, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under applicable law (whether federal or state and including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountCode).

The Guaranty. (a) Each of the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantorsseverally, unconditionally, absolutely and irrevocably guarantees the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under this Agreement, including the Credit Agreement principal of and interest (including, to the greatest extent permitted by law, post-petition interest) on each Loan and all fees, expenses, indemnities and other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred hereunder, whether now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, or due or to collectively as the “Guaranteed Obligations”)become due. Upon the failure by the Borrower, or any of its Affiliates, as applicable, Borrower to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure periodamount, each of the Guarantors Guarantor agrees that it shall to pay forthwith on demand pay such the amount or perform such obligation not so paid at the place and in the manner specified in this Agreement. (b) The Guarantors and the Credit Agreement or Bank confirm that it is their intention that the relevant other Loan Document, as the case may be. Each obligations 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 not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law applicable hereto. To effectuate the foregoing intention, the Guarantors and the Bank irrevocably agree that the obligations of each Guarantor under this Section 8 at any time shall be limited to the extentmaximum amount as will result in the obligations of such Guarantor hereunder not constituting a fraudulent transfer or conveyance. (c) The Guarantors confirm that (i) they will obtain substantial indirect benefits from the Borrower’s notional cash pooling accounts held with Bank Mendes ▇▇▇▇, if any, required so that its obligations hereunder shall not be subject (ii) the Bank’s agreement to avoidance make Loans under Section 548 this Agreement is a requirement for the Borrower’s continued maintenance of such accounts and (iii) the Bank is relying on the guaranty of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder Guarantors pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken Section 8 in entering into accountthis Agreement.

The Guaranty. Each (a) For so long as any Intercompany Bridge Loan remains outstanding, each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with guarantees to the other GuarantorsLender as hereinafter provided and as primary obligor and not as surety, the prompt payment of all Guaranteed Obligations in full and punctual payment and performance when due (whether at stated maturity, upon acceleration as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Guaranteed Obligations in respect of which they have given this guaranty 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 relevant 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 relevant Guaranteed Obligations, includingthe same will be promptly paid in full when due (whether at extended maturity, without limitationas a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (ib) the principal of and interest on each Loan made Notwithstanding any provision to the Borrower pursuant contrary contained herein or in any other of the Intercompany Bridge Credit Documents or other agreements or documents relating to the Credit AgreementGuaranteed Obligations, (ii) all other amounts payable by the Borrower obligations of each Guarantor under the Credit this Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Intercompany Bridge Credit Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to an aggregate amount equal to the extent, if any, required so largest amount that its would not render such obligations hereunder shall not be subject to avoidance under Section 548 any Debtor Relief Law or any comparable provisions of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, law (it being understood that it is the intention of the parties hereto to this Agreement and the parties to any guarantee under the New ▇▇▇▇▇ 1 Intercompany Term Loan Agreement and the Luxco Intercompany Revolving Loan Facility that, to the maximum extent permitted under applicable laws, if any reduction is required to the amount guaranteed by any Guarantor hereunder and with respect to the New ▇▇▇▇▇ 1 Intercompany Term Loan Agreement and the Luxco Intercompany Revolving Loan Facility that its guarantee of amounts owing in respect of this Agreement shall first be reduced before any rights reduction of subrogation, indemnification or contribution which such the amounts guaranteed by any Guarantor may have hereunder pursuant to its guarantee under this Guaranty, any other agreement or applicable law shall be taken into accountthe New ▇▇▇▇▇ 1 Intercompany Term Loan Agreement and the Luxco Intercompany Revolving Loan Agreement).

The Guaranty. (a) Each of the Guarantors hereby irrevocably and unconditionally guaranteesGuarantor, jointly and severally with the other Guarantors, hereby guarantees to the Administrative Agent and each of the holders of the Obligations, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full and punctual payment and performance when due (whether at stated maturity, upon acceleration as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise); provided that the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the other Loan Documents or other documents relating to the Obligations, including, without limitation, (i) the principal obligations of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower Guarantors under the Credit this Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to an aggregate amount equal to the extent, if any, required so largest amount that its would not render such obligations hereunder shall not be subject to avoidance under Section 548 the Debtor Relief Laws or any comparable provisions of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention law and (ii) no Guarantor shall by virtue of the parties hereto that any rights joint and several nature of subrogation, indemnification or contribution which such Guarantor may have its obligations under this Guaranty, Guaranty and the other Loan Documents be liable for any other agreement or applicable law shall be taken into accountGuaranteed Obligations that constitute 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 direct benefits to be received by the Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby irrevocably and unconditionally guarantees, jointly and severally agrees with the other Guarantors, Lenders as follows: the Company hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual prompt payment and performance when due (due, whether at stated upon maturity, upon acceleration or otherwise) , of any and all of the Guaranteed Obligations 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 Agent and/or the Lenders, on demand, together with any and all expenses which may be incurred by the Agent or the Lenders in collecting any of the Guaranteed Obligations, including, without limitation, . If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) the principal any judgment, decree or order of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, any court or administrative body having jurisdiction over such payee or any of its Affiliates, as applicable, to pay punctually property or (ii) any settlement or compromise of any such amount or perform claim effected by such obligationpayee with any such claimant (including the Borrowers), subject to any applicable grace or notice then and cure period, each of in such event the Guarantors Company agrees that it any such judgment, decree, order, settlement or compromise shall forthwith on demand pay be binding upon the Company, notwithstanding any revocation 106 of this Guaranty or other instrument evidencing any liability of any Borrower, and the Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount or perform had never originally been received by any such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountpayee.

The Guaranty. Each Subject to Sections 9 and 21 hereof, each of the Subsidiary Guarantors hereby irrevocably absolutely and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantorsnot as surety, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or early termination or otherwise, and at all times thereafter) and performance of the Obligations, including, without limitation, the Rate Management Obligations owed to one or more of the Lenders (i) the principal of and interest on each Loan made including Lenders that have ceased to the Borrower pursuant be a party to the Credit Agreement, ) or their Affiliates and all obligations in respect of overdrafts and related liabilities owed to one or more of the Lenders (ii) all other amounts payable by the Borrower under including Lenders that have ceased to be a party to the Credit Agreement Agreement) or their Affiliates arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfer of funds, including without limitation in each case any such obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other Loan Documentssimilar proceeding, and whether or not allowed or allowable in such proceeding (iii) collectively, subject to the punctual and faithful performanceprovisions of Section 9 hereof, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, Borrower or any of its Affiliates, as applicable, applicable Subsidiary to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure periodamount, each of the Subsidiary Guarantors agrees that it shall forthwith on demand pay such to the Agent for the benefit of the Lenders and, if applicable, their Affiliates, the amount or perform such obligation not so paid at the place and in the manner specified in the Credit Agreement Agreement, any Note, any Rate Management Transaction or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 Each of the Bankruptcy Code or under Subsidiary Guarantors waives any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining right to require the limitations, if any, on Lender to ▇▇▇ the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this GuarantyBorrower, any other agreement guarantor, or applicable law shall be taken into accountany other person obligated for all or any part of the Guaranteed Obligations, or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the any Borrower pursuant to the Credit Agreement, (ii) any obligations of any Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the any Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents, Documents and (iiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the any Borrower of all of the agreements, conditions, covenants, and obligations of the such Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower, or any of its Affiliates, as applicable, Borrower to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. (a) Each of the Guarantors hereby irrevocably and unconditionally guaranteeshereby, subject to the provisions of Section 4(g), jointly and severally with severally, absolutely, unconditionally, irrevocably, completely and immediately, as primary obligor and not merely as surety, guarantees to CoBank the other Guarantors, the full prompt and punctual complete payment and performance when due (whether at stated maturity, upon as a mandatory prepayment, by acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the any Borrower, any of its respective Subsidiaries, or any of its AffiliatesGuarnator, as applicable, to pay punctually in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) any such amount or perform such obligation, subject to any applicable grace or notice and cure periodof the Obligations, each of the Guarantors Guarantors, jointly and severally, agrees that it shall forthwith on demand will promptly pay such amount the same without set-off or perform such obligation counterclaim at the place and in the manner specified in the Credit Agreement Loan Continuing Guaranty Loan Nos. RX0583 and RX0584 Documents, without any demand or notice whatsoever, and that in the relevant other 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 stated maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal; (b) Each Guarantor further hereby, jointly and severally, agrees to pay to CoBank, upon demand, any and all losses and expenses, including, without limitation, reasonable attorneys’ fees and expenses, paid or incurred by CoBank in enforcing or attempting to enforce or collecting or attempting to collect, or obtaining advice of counsel with respect of, any right with respect to, any or all of the Obligation or any Loan Document, including, without limitation, this Guaranty, or in attempting to protect or preserve any property, personal or real, securing the Obligations or pledged under any Loan Document; (c) Each Guarantor hereby, jointly and severally, guarantees any sum or sums which become due and owing to CoBank as a result of any order of a bankruptcy court which requires CoBank to turn over moneys paid by any Borrower, any Guarantor or any other person to CoBank on account of the Obligations. Each Guarantor agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be. Each , if at any time any payment by any Borrower, any Guarantor or any other person to CoBank on account of the Guarantors hereby agrees Obligations is rescinded or must otherwise be returned or restored upon the insolvency or bankruptcy of any Borrower, any Guarantor, or any other person, all as though such payment had not been made; and (d) Notwithstanding any provision to the contrary contained herein or in any other Loan Document, the maximum liability of any Guarantor hereunder and under the other Loan Documents shall in no event exceed the aggregate amount that this Guaranty is an absolute, irrevocable and unconditional would render the guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each such Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each (a) The Guaranty shall be in the form attached as Exhibit C hereto, except as it may be amended or supplemented to provide for a Guarantee by Petrobras of any obligations with respect to any Add On Notes. The Trustee is hereby authorized and directed to acknowledge the Guaranty and to perform all of its duties and obligations thereunder. (b) The Trustee shall enforce the provisions of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally Guaranty against Petrobras in accordance with the other Guarantorsterms thereof and the terms of this Indenture, and Petrobras, by execution of this Indenture, and by so agreeing to become a party to this Indenture, agrees that each Holder shall have direct rights under the full and punctual payment and performance when due Guaranty as if it were a party thereto. (whether at stated maturity, upon acceleration or otherwisec) of the Obligations, including, without limitation, Petrobras hereby (i) acknowledges and agrees to be bound by the principal provisions of Section 1.08 and interest on each Loan made (ii) confirms that (A) its obligations under the Guaranty shall be issued pursuant to this Indenture and (B) it intends for the Holders, in addition to those rights under the Guaranty as provided therein, to be entitled to the Borrower benefits of this Indenture with respect to their rights against Petrobras under the Guaranty. (d) For the avoidance of doubt, the Company’s obligations to pay any indemnity with respect to taxes, including the obligation to pay Additional Amounts pursuant to Section 10.10, shall extend to any payments made by Petrobras pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents, Documents and (iiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower, Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this GuarantyAgreement, any other agreement or applicable law shall be taken into account.Swap 2

The Guaranty. (a) Each of the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantorsseverally, unconditionally, absolutely and irrevocably guarantees the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of all amounts payable by each of the Obligations, other Borrowers under the Loan Documents including, without limitation, (i) the principal of and interest on each Loan made to the Borrower Note issued by such other Borrowers pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit this Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower for reimbursement obligations with respect to Letters of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”)Credit. Upon the failure by the Borrower, or any of its Affiliates, as applicable, a Borrower to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure periodamount, each of the Guarantors other Guarantor agrees that it shall to pay forthwith on demand pay such the amount or perform such obligation not so paid at the place and in the manner specified in this Agreement. (b) Each Guarantor (other than the Credit Agreement or the relevant other Loan DocumentParent), 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 by its acceptance of this Guaranty, the amount guaranteed by Administrative Agent and each other Lender, hereby confirms that it is the intention of all such Persons that this Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor (other than the Parent) hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Lenders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor (other than the Parent) under this Article VII at any time shall be limited to the extent, if any, required so that its maximum amount as will result in the obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement Guaranty not constituting a fraudulent transfer or applicable law shall be taken into accountconveyance.

The Guaranty. (a) Each of the Guarantors Guarantor hereby irrevocably agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due (due, whether at stated maturity, by required prepayment, upon acceleration acceleration, demand or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and at all times thereafter, of any and all Obligations (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon . (b) Anything contained herein to the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guarantycontrary notwithstanding, the amount guaranteed by obligations of each Guarantor hereunder at any time shall be limited to an aggregate amount equal to the extent, if any, required so largest amount that would not render its obligations hereunder shall not be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law (the “Maximum Liability”). This subclause (b) with respect to the Maximum Liability of each Guarantor is intended solely to preserve the rights of the Lenders to the maximum extent not subject to avoidance under applicable law, and no Guarantor nor any other Person or entity shall have any right or claim under this subclause (b) with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Guarantor hereunder shall not be rendered voidable under applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining Each Guarantor agrees that the limitationsGuaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Guarantor without impairing this Guaranty or affecting the rights and remedies of the Lenders hereunder, if anyprovided, on the amount of that nothing in this sentence shall be construed to increase any Guarantor’s obligations hereunder pursuant beyond its Maximum Liability. Notwithstanding the foregoing, nothing contained in this Guaranty (including any provisions of this ARTICLE X to the preceding sentence, it is contrary) shall limit the intention liability of the parties hereto that any rights Borrower in respect of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountall of the Obligations.

The Guaranty. Each Subject to Section 9 hereof, each of the Subsidiary Guarantors hereby irrevocably absolutely and unconditionally guarantees, jointly as primary obligor and severally with the other Guarantorsnot as surety, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or early termination or otherwise, and at all times thereafter) and performance of the Obligations and the Rate Management Obligations, includingincluding without limitation any such Obligations or Rate Management Obligations incurred or accrued during the pendency of any bankruptcy, without limitationinsolvency, receivership or other similar proceeding, whether or not allowed or allowable in such proceeding (i) the principal of and interest on each Loan made collectively, subject to the Borrower pursuant to the Credit Agreementprovisions of Section 9 hereof, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, Principal to pay punctually any such amount or perform such obligation, subject to (including without limitation any applicable grace or notice and cure periodReimbursement Obligation), each of the Subsidiary Guarantors agrees that it shall forthwith on demand pay such to the Administrative Agent for the benefit of the Lenders and, if applicable, their Affiliates, the amount or perform such obligation not so paid at the place and in the manner specified in the Credit Agreement Agreement, any Note, any Rate Management Transaction or the relevant other Loan Document, as the case may be. Each Subsidiary Guarantor is and shall be severally liable for payment and performance in full of the Guarantors hereby agrees that this all Guaranteed Obligations. This Guaranty is an absolute, irrevocable and unconditional a guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 Each of the Bankruptcy Code or under Subsidiary Guarantors waives any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining right to require the limitations, if any, on Administrative Agent and/or the amount of any Guarantor’s obligations hereunder pursuant Lenders to s▇▇ the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this GuarantyPrincipal, any other agreement Subsidiary Guarantor, any other guarantor, or applicable law shall be taken into accountany other person obligated for all or any part of the Guaranteed Obligations, or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations, prior to enforcing its rights hereunder.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents, Documents and (iiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower, Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors (a) Subject to subsection (c) below, each Account Party hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantorsseverally, unconditionally, absolutely and irrevocably guarantees the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of all Obligations of each of the Obligations, other Account Parties under the Loan Documents including, without limitation, (i) the principal of and interest on each Loan made to the Borrower reimbursement obligations owing by such other Account Parties pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit this Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower with respect to Letters of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”)Credit. Upon the failure by the Borrower, or any of its Affiliates, as applicable, an Account Party to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure periodamount, each of the Guarantors other Account Party agrees that it shall to pay forthwith on demand pay such the amount or perform such obligation not so paid at the place and in the manner specified in this Agreement. For the Credit Agreement avoidance of doubt, notwithstanding the limitations of subsection (c) below as to the guarantee obligations of Tempest Life, all other Account Parties at all times, including prior to the Tempest Life Effective Date, jointly and severally, unconditionally, absolutely and irrevocably guarantee the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of all Obligations of Tempest Life. (b) Each Account Party (other than the relevant other Loan DocumentParent), 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 by its acceptance of this Guaranty, the amount guaranteed by Administrative Agent and each Guarantor other Bank, hereby confirms that it is the intention of all such Persons that this Guaranty and the obligations of each Account Party hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Account Party (other than the Parent) hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Banks and the Account Parties hereby irrevocably agree that the obligations of each Account Party (other than the Parent) under this Article VII at any time shall be limited to the extentmaximum amount as will result in the obligations of such Account Party under this Guaranty not constituting a fraudulent transfer or conveyance. (c) Notwithstanding anything to the contrary in this Agreement, if any, required so that its obligations hereunder the guarantee made by Tempest Life under this Article VII shall not be subject effective until the date (the "Tempest Life Effective Date") on which Tempest Life receives the necessary direction or exemption from the Bermuda Supervisor of Insurance to avoidance the effect that any liability with respect to its guaranty provided under Section 548 this Article VII, until a claim or demand is made or funds are drawn against, directly or indirectly, under this Article VII, need not be recorded as a liability and thereby decrease its statutory capital and surplus as determinable under the Insurance ▇▇▇ ▇▇▇▇ of Bermuda and the related regulations. Upon the Tempest Life Effective Date, automatically and without necessity of any acknowledgment or affirmation by Tempest Life or any further action by any party, the guarantee made by Tempest Life under this Article VII shall become effective and the obligations of Tempest Life under this Article VII shall become Obligations for all purposes of this Agreement and the other Loan Documents. The Administrative Agent shall promptly notify the Banks of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention date and occurrence of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountTempest Life Effective Date.

The Guaranty. Each of the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, to the Trustee and each Holder of a Note, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of of, premium, if any, on, and interest on, the Notes, and interest on each Loan made the overdue principal of, premium, if any, on, and interest on, the Notes, if lawful, and all other obligations of the Issuer to the Borrower pursuant to Holders or the Credit AgreementTrustee hereunder or under the Notes or the Indenture, all in accordance with the terms hereof, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower Issuer contained in the Loan Documents Notes or the Indenture, (iii) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing, and (iv) all expenses, including, without limitation, attorneys’ fees and disbursements, that are incurred by the Trustee or the Holders in the enforcement of any of the foregoing or any obligation of such Guarantor hereunder, (all of the foregoing being herein referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicableIssuer, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement Notes, the Indenture or the relevant other Loan Guaranteed 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, and a debt of each Guarantor for its own account. Notwithstanding any other provision of this GuarantyAccordingly, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder Holders shall not be subject obligated or required before enforcing this Guaranty against any Guarantor: (a) to avoidance under Section 548 pursue any right or remedy the Holders may have against the Issuer, each Guarantor, and each other Person who guarantees all or a portion of the Bankruptcy Code Notes (collectively, the “Note Parties”) or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act other Person or similar statute commence any suit or common law. In determining other proceeding against the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this GuarantyIssuer, any other agreement Note Party or applicable law shall be taken into accountany other Person in any court or other tribunal; or (b) to make any claim in a liquidation or bankruptcy of the Issuer, any other Note Party or any other Person.

The Guaranty. Each In order to induce the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Guaranteed 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 under any Guaranteed 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 and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees as primary obligor and not merely as surety the full and punctual prompt payment and performance when due (due, whether at stated upon maturity, upon by acceleration or otherwise) , of any and all Credit Party Obligations. If any or all of the Credit Party Obligations becomes due and payable hereunder or under any Guaranteed Hedging Agreement, each Credit Party unconditionally promises to pay such Credit Party Obligations to the Administrative Agent, the Lenders, the Hedging Agreement 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 collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, (ibecause of any applicable state or federal law relating to fraudulent conveyances or transfers) then the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any each such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extentmaximum amount that is permissible under applicable law (whether federal or state and including, if anywithout limitation, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountCode).

The Guaranty. Each of the Guarantors The Guarantor covenants and agrees as follows: (a) Guarantor hereby unconditionally and irrevocably guaranties to Lender, its successors and unconditionally guarantees, jointly and severally with the other Guarantorsassigns, the full due and punctual payment by Borrower of all principal, interest, prepayment premiums, late charges, loan expenses, and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and Note or the other Loan Documents, and all Obligations at any time owing under the Loan, and all costs of collecting amounts due from the Guarantor, including without limitation reasonable attorneys' and paralegals' fees and disbursements, when the same shall become due and payable, whether at maturity, by acceleration or otherwise, including any portion of such Obligations nominally held by Lender on behalf of those who have participations or interests therein granted or created by Lender (collectively, the "Guaranteed Obligations"). (b) Guarantor agrees that the guaranty given hereby is a guaranty of payment and not of collection, and that its obligations hereunder shall be primary, absolute and unconditional, irrespective of, and unaffected by, the Borrower's performance or failure to perform or satisfy all of its Obligations arising out of the Note and other Loan Documents, and Guarantor irrevocably waives and agrees not to assert or take advantage of: (i) the genuineness, validity, legality, regularity, enforceability or any future amendment of, or change in, this Guaranty Agreement, any of the other Loan Documents or any other agreement, document or instrument to which the Borrower or Guarantor, or any other guarantors of the Obligations, is or may be a party; (ii) the absence of any action to enforce this Guaranty Agreement, any of the other Loan Documents or any other agreement, document or instrument to which the Borrower or Guarantor, or any other guarantors of the Obligations, is a party; (iii) any right at law, or in equity or otherwise, to require Lender to institute suit or proceed against the punctual Borrower, any other guarantors or any other Person, or the Collateral, or to exhaust any security held by Lender, or to pursue any other remedy in Lender's power, before proceeding against Guarantor; (iv) any defense arising by virtue of any statute of limitations, or based on lack of authority, dissolution or ultra ▇▇▇▇▇ action; (v) notice of the existence, creation or incurring of any new or additional indebtedness or obligations on the part of the Borrower; (vi) the waiver, release, surrender, discharge, indulgence, extension, modification, renewal, delay, consent, or other action, inaction or omission by Lender with respect to any of the provisions hereof or thereof, or with respect to the Borrower, any of the Obligations or any of the Collateral, whether or not the Guarantor shall have had notice or knowledge of any of the foregoing and faithful performancewhether or not Guarantor shall have consented thereto; (vii) the existence, keepingvalue or condition of, observanceor failure of the Lender to perfect its Lien against, and fulfillment any Collateral, or any action, or the absence of any action, by the Borrower Lender in respect thereof (including, without limitation, the failure to enforce any Lien or realize upon all or any portion of the Collateral, or the release of any Collateral); (viii) the validity or enforceability of the guaranty of Guarantor or any other guarantor or surety with respect to the Obligations; (ix) any claim or defense that the Loan does not constitute a "Permitted Debt" or that the Loan is otherwise not allowed pursuant to the provisions of that certain December 5, 1997 Indenture entered by Guarantor (the "Indenture"); (x) any claim or defense that the Loan is not permitted or allowed pursuant to the provisions of the FINOVA Loan Agreement (as such term is defined in the Loan Agreement); or (xi) any other action or circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. (c) To the extent Borrower, Guarantor, or any other Person primarily or secondarily liable for the Obligations, makes a payment or payments to Lender, all or any portion of which is subsequently invalidated, declared to be fraudulent or preferential, set aside or required, for any of the foregoing reasons or for any other reason, to be waived, repaid or paid over to a trustee, receiver or any other party under any bankruptcy or other Debtor Relief Laws, other state or federal law, common law or rule of equity, then the Guaranteed Obligations or part thereof that were intended to be satisfied by such payment or payments shall, to the full extent of all of the agreementssuch payments required to be waived, conditionsrepaid, covenantsrestored or paid over, automatically be revived, reinstated and continued in full force and effect as if said payment or payments had not been made, and Guarantor shall again be primarily liable therefor. The Guarantor's obligations under this Guaranty Agreement shall not be discharged until the passage of at least thirteen (13) calendar months from the last date on which occurs the full, final and indefeasible payment and performance of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower; provided, however, that this Guaranty Agreement, and Guarantor's obligations hereunder, shall continue to be effective or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Documentbe reinstated, as the case may be. Each , if at any time payment or performance of any of the Guarantors hereby agrees that Obligations or Guaranteed Obligations, or any part thereof, is rescinded or waived or must otherwise be restored by Lender upon the bankruptcy or other proceeding under any Debtor Relief Laws of or affecting the Borrower or Guarantor, and shall continue in full force and effect as long as there exists a right to rescind, or to compel restoration or waiver, of any payment or performance of any of the Obligations or Guaranteed Obligations. This provision shall survive full payment and performance of the Guaranteed Obligations and remain enforceable by Lender. (d) If Lender, under applicable law, proceeds to realize its benefits under any of the Loan Documents giving Lender a Lien upon any Collateral, whether owned by Borrower or by any other Person, either by judicial foreclosure or by non-judicial sale or enforcement, Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Guaranty is an absoluteAgreement. If, irrevocable and unconditional guaranty in the exercise of payment and is not any of its rights or remedies, Lender shall forfeit or lose any of its rights or remedies, including its right to enter a guaranty of collection. Notwithstanding deficiency judgment against Borrower or any other provision Person, whether because of this Guarantyany applicable laws pertaining to "election of remedies" or the like, the amount guaranteed Guarantor hereby consents to such action by each Guarantor hereunder Lender and waives any claim based upon any election of remedies, even if a remedy asserted or action taken by Lender shall be limited to the extentresult in a full or partial loss of rights of subrogation, if any, required so that which Guarantor might otherwise have had. Any election of remedies which results in the denial or impairment of the right of Lender to seek a deficiency judgment against Borrower shall not impair Guarantor's obligation to pay the full amount of the Guaranteed Obligations to Lender and to perform its obligations hereunder under this Guaranty Agreement. (e) Guarantor has reviewed, with counsel of its choice, and consents to the Loan Documents. Guarantor shall be regarded, and shall be in the same position, as principal debtor with respect to all of the Guaranteed Obligations. (f) This Guaranty Agreement shall remain in full force and effect without regard to future changes and conditions, including change of law or any invalidity or irregularity with respect to any of the Obligations or with respect to the execution and delivery or performance of any of the Loan Documents; and any attempted revocation of this Guaranty Agreement by Guarantor shall be ineffective, unless otherwise expressly provided by law, and, if applicable law provides that any such revocation is effective, such revocation shall be effective only if made in writing and only as to Advances thereafter made by Lender and shall not be subject to avoidance under Section 548 affect the continuing liability hereunder of the Bankruptcy Code Guarantor for all of the Guaranteed Obligations theretofore incurred by, accrued on account of or under any applicable state Uniform Fraudulent Transfer Actarising with respect to the Borrower. This Guaranty Agreement is in addition to, Uniform Fraudulent Conveyance Act and not in substitution for, or similar statute or common law. In determining the limitations, if any, on the amount in reduction of any Guarantor’s other guarantees in favor of Lender. (g) The Guarantor is fully aware of the financial and other condition of the Borrower and the Resorts. The Guarantor is executing and delivering this Guaranty Agreement based solely upon its own independent investigation and in no part upon any representation or statement of Lender or any agent or representative thereof with respect thereto. The Guarantor is in a position to obtain and hereby assumes whole responsibility for obtaining any additional information concerning Borrower's or the Resorts' financial or other condition as the Guarantor may deem material to its obligations hereunder, and the Guarantor is not relying upon, nor expecting the Lender to furnish, any information concerning the Borrower's or the Resorts' financial or other condition. The Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of "continuing guarantees", which risk includes, without limitation, the possibility that the Borrower will contract additional indebtedness for which the Guarantor will be liable hereunder after the Borrower's financial condition or ability to pay when due its lawful debts has deteriorated. (h) Guarantor acknowledges receipt of good, valuable and sufficient consideration for its entering into and performing under this Guaranty Agreement. Guarantor has an independent obligation hereunder given in consideration of Lender's agreements pursuant to the preceding sentenceLoan Documents, it is from which the intention of Guarantor derives continuing material value and benefit. The Guarantor subjects its separate property to its obligations hereunder, and agree that recourse may be had against such separate property to enforce the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountGuarantor's obligations hereunder.

The Guaranty. Each of the Guarantors hereby irrevocably and Guarantor unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment severally, as a primary obligor and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, not merely as a surety: (i) the due and punctual payment of all obligations under the Convertible Notes 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 Holder in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof, and (ii) the due and punctual performance of all covenants, agreements, obligations and interest on each Loan made to liabilities of the Borrower and the Other Credit Parties under or pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement Convertible Notes and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Convertible Note Documents (all of the foregoing such monetary and other obligations being herein collectively referred to collectively as the “Guaranteed Obligations”). Upon Anything contained in this Agreement to the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guarantycontrary notwithstanding, the amount guaranteed by obligations of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the extent, if any, required so greatest amount that its would not render such Guarantor’s obligations hereunder shall not be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (i) in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by such Guarantor hereunder or (B) has been pledged to, and is enforceable by, Collateral Agent for the benefit of the Collateral Agent or the Holders or and (ii) under any guaranty of Indebtedness subordinated in right of payment to the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Guarantor to the value (as determined under the applicable state Uniform provisions of the Fraudulent Transfer ActLaws) of any rights to subrogation, Uniform Fraudulent Conveyance Act contribution, reimbursement, indemnity or similar statute rights of such Guarantor pursuant to (i) applicable Law or common law(ii) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of the Borrower of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). In determining the limitations, if any, on the amount of event that any Guarantor’s obligations liability hereunder is limited pursuant to this paragraph to an amount that is less than the preceding sentencetotal amount of the Guaranteed Obligations, then it is understood and agreed that the intention portion of the parties hereto that any rights of subrogation, indemnification or contribution Guaranteed Obligations for which such Guarantor may have under this Guaranty, any other agreement or applicable law is liable hereunder shall be taken into accountthe last portion of the Guaranteed Obligations to be repaid.

The Guaranty. (a) Each of the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantorsseverally, unconditionally, absolutely and irrevocably guarantees the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of all amounts payable by each of the Obligations, other Borrowers under the Loan Documents including, without limitation, (i) the principal of and interest (including, to the greatest extent permitted by law, post-petition interest) on each Loan made to the Borrower Note issued by such other Borrowers pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit this Agreement and the for reimbursement obligations with respect to Letters of Credit and fees, expenses, indemnities or any other Loan Documentsobligations, whether now existing or hereafter incurred, created or arising and (iii) the punctual and faithful performancewhether direct or indirect, keepingabsolute or contingent, 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 or due or to collectively as the “Guaranteed Obligations”)become due. Upon the failure by the Borrower, or any of its Affiliates, as applicable, a Borrower to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure periodamount, each of the Guarantors other Guarantor agrees that it shall to pay forthwith on demand pay such the amount or perform such obligation not so paid at the place and in the manner specified in this Agreement. (b) Each Guarantor (other than the Credit Agreement or the relevant other Loan DocumentParent), 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 by its acceptance of this Guaranty, the amount guaranteed by Administrative Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor (other than the Parent) hereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor (other than the Parent) under this Article 7 at any time shall be limited to the extent, if any, required so that its maximum amount as will result in the obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement Guaranty not constituting a fraudulent transfer or applicable law shall be taken into accountconveyance.

The Guaranty. (A) Each of the Guarantors hereby irrevocably and unconditionally guaranteeshereby, jointly and severally with the other Guarantorsseverally, absolutely, unconditionally, irrevocably, completely and immediately, as primary obligor and not merely as surety, guarantees to CoBank the full and punctual prompt payment and performance when due (whether at stated maturity, upon as a mandatory prepayment, by acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable . Upon failure by the Borrower under the Credit Agreement and the or any other Loan DocumentsParty to pay in full when due (whether at stated maturity, and (iiias a mandatory prepayment, by acceleration or otherwise) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all any of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors Guarantors, jointly and severally, agrees that it shall forthwith on demand will promptly pay such amount the same without set-off or perform such obligation counterclaim at the place and in the manner specified in the Credit Agreement Loan Documents, without any demand or notice whatsoever, and that in the relevant other 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 stated maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal; (B) Each Guarantor further hereby, jointly and severally, agrees to pay to CoBank, upon demand, any and all losses and expenses, including reasonable attorneys’ fees and expenses, paid or incurred by CoBank in enforcing or attempting to enforce or collecting or attempting to collect, or obtaining advice of counsel with respect of, any right with respect to, any or all of the Obligation or any Loan Document, including this Continuing Guaranty, or in attempting to protect or preserve any property, personal or real, securing the Obligations or pledged under any Loan Document; (C) Each Guarantor hereby, jointly and severally, guarantees any sum or sums which become due and owing to CoBank as a result of any order of a bankruptcy court which requires CoBank to turn over moneys paid by the Borrower, any Guarantor or any other Person to CoBank on account of the Obligations. Each Guarantor agrees that this Continuing Guaranty shall continue to be effective or be reinstated, as the case may be. Each , if at any time any payment by the Borrower, any Guarantor or any other Person to CoBank on account of the Guarantors hereby agrees Obligations is rescinded or must otherwise be returned or restored upon the insolvency or bankruptcy of the Borrower, any Guarantor, or any other obligor, guarantor, endorser or surety of the Obligations, all as though such payment had not been made; and (D) Notwithstanding any provision to the contrary contained herein or in any other Loan Document, the maximum liability of any Guarantor hereunder and under the other Loan Documents shall in no event exceed the aggregate amount that this Guaranty is an absolute, irrevocable and unconditional would render the guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each such Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountLaw.

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

The Guaranty. Each of The Guarantor hereby unconditionally, absolutely and irrevocably guarantees to the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, Lender the full and punctual payment payment, performance and performance when due (whether at stated maturity, upon acceleration or otherwise) discharge of all Liabilities of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made Borrower to the Borrower pursuant to the Credit AgreementLender, (ii) whenever and however arising. As used herein, "LIABILITIES" means any and all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documentsindebtedness, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, liabilities and obligations of the Borrower contained in to the Lender of every kind and description, whether direct or indirect, primary or secondary, absolute or contingent, joint, several or joint and several, due or to become due by their terms or by acceleration, now existing or hereafter arising or acquired, and whether created directly or acquired by assignment, purchase or otherwise by the Lender, including, but not limited to, all Liabilities arising under the Credit Agreement, the Notes and the other Loan Documents (as defined below), or by whatever agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and all extensions, renewals and substitutions therefor, and further including without limitation, all reasonable costs, expenses and attorneys' and other professionals' fees incurred in the collection of said Liabilities and in any litigation arising from any of the foregoing being referred Liabilities or this Guaranty or in the defense, protection, preservation, realization or enforcement of any rights, liens or remedies against the Borrower or in the defense, protection, preservation, realization and enforcement of any rights, liens or remedies against the Guarantor under this Guaranty or otherwise. This Guaranty shall apply to collectively any loan or other financial accommodation the Lender may provide to the Borrower (whether as the “Guaranteed Obligations”). Upon the failure a debtor-in-possession or otherwise) in any bankruptcy proceeding, whether such accommodation is voluntary, by the Borrowercourt order, or any of its Affiliatesotherwise, as applicable, to pay punctually and the Liabilities shall include any such amount accommodations as fully as if they had been made outside of bankruptcy, and shall include all pre- and post-bankruptcy interest and other charges notwithstanding that such interest and charges may not be provable or perform such obligation, subject to any applicable grace recoverable against the Borrower or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beits estate. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of every payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount obligation or liability guaranteed by each Guarantor hereunder shall be limited give rise to the extenta separate cause of action, if any, required so that its obligations hereunder shall and separate suits may but need not be subject to avoidance under Section 548 brought hereunder as each cause of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountaction arises.

The Guaranty. Each of the Guarantors The Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations (other than the Excluded Swap Obligations) of Direct, including, without limitation, (i) the principal of and interest on each the Term Loan made to the Borrower Direct pursuant to the Credit Agreement, (ii) all obligations of Direct owing under any Related Swap Agreement, (iii) all other amounts payable by the Borrower Direct or any other Credit Party under the Credit Agreement, any Related Swap Agreement and the other Loan Documents, Documents and (iiiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower Direct of all of the agreements, conditions, covenants, and obligations of the Borrower Direct contained in the Loan Documents (all of the foregoing (other than, for the avoidance of doubt, the Excluded Swap Obligations) being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations (including the Administrative Agent) being referred to collectively as the “Holders of Obligations”). For the avoidance of doubt, Guaranteed Obligations shall include any amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code. Any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Guarantor or Direct (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantor, the Administrative Agent and the Holders of the Obligations that the Guaranteed Obligations should be determined without regard to any rule of law or order that may relieve the Guarantor or Direct of any portion of such Guaranteed Obligations. Upon (x) the failure by the Borrower, Direct or any of its Affiliatesother Credit Party, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors Guarantor agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Related Swap Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors The Guarantor hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding The Guarantor hereby agrees that the obligations of the Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other provision of guarantor, and a separate action may be brought against the Guarantor to enforce this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents, Documents and (iiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, obligations arising from Bond ▇▇▇▇▇▇ and letter of credit facilities that are not under the Credit Agreement shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower, Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors (a) Subject to Sections 2(b) and 2(c) below, each Subsidiary Guarantor jointly and severally hereby irrevocably and unconditionally guarantees, jointly guarantees to the Note Purchasers and severally with each holder the other Guarantors, the full due and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) in full of the Obligations, including, without limitation, (i) the principal of of, Make-Whole Amount, if any, and interest on each Loan made to on, and any other amounts due under, the Borrower pursuant to Notes when and as the Credit Agreement, same shall become due and payable (whether at stated maturity or by required or optional prepayment or repurchase or by acceleration or otherwise) and (ii) all any other amounts payable by the Borrower sums which may become due under the Credit terms and provisions of the Note Purchase Agreement and the other Loan Documents, Notes (all such obligations described in clauses (i) and (iiiii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as above are herein called the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and The guaranty in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty preceding sentence is an absolute, irrevocable present and unconditional continuing guaranty of payment and performance and not of collectability and is not a guaranty of collection. Notwithstanding in no way conditional or contingent upon any attempt to collect from the Company, the Parent Guarantor or any other provision Person or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of this Guarantysuch Guaranteed Obligations, each Subsidiary Guarantor jointly and severally agrees to pay the amount guaranteed by each Guarantor hereunder shall be limited same when due to the extentholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, at the place for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of the principal of, Make-Whole Amount, if any, required so or interest on, or any other amount due under, the Notes shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Subsidiary Guarantor jointly and severally hereby agrees that its obligations hereunder shall not the Notes issued in connection with the Note Purchase Agreement make reference to this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor jointly and severally hereby agrees to pay and to indemnify and save the holders harmless from and against any damage, loss, cost or expense (including reasonable attorneys’ fees) which such holder may incur or be subject to avoidance as a consequence, direct or indirect, of (i) any breach by any Subsidiary Guarantor, the Parent Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Parent Guaranty Agreement, the Notes or the Note Purchase Agreement, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, and (ii) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the Parent Guaranty Agreement, the Notes or the Note Purchase Agreement. (b) It is the intent of each Subsidiary Guarantor and the holders that each Subsidiary Guarantor’s maximum obligation hereunder shall be equal to, but not in excess of: (i) in a case or proceeding commenced by or against a Subsidiary Guarantor under the Bankruptcy Code of the United States of America (the “Bankruptcy Code”), the maximum amount which would not otherwise cause the obligations hereunder (or any other obligations of such Subsidiary Guarantor to any holder) to be avoidable or unenforceable against such Subsidiary Guarantor under (A) Section 548 of the Bankruptcy Code or (B) any state fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (ii) in a case or proceeding commenced by or against a Subsidiary Guarantor under any applicable state Uniform Fraudulent Transfer Actlaw, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining regulation other than the limitationsBankruptcy Code (including, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guarantywithout limitation, any other agreement bankruptcy, reorganization, arrangement, moratorium, readjustment of debt, dissolution, liquidation or applicable law similar debtor relief laws), the maximum amount which would not otherwise cause the obligations hereunder (or any other obligations of such Subsidiary Guarantor to any holder) to be avoidable or unenforceable against such Subsidiary Guarantor under such law, statute or regulation including, without limitation, any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding. The substantive laws under which the possible avoidance or unenforceability of the obligations hereunder (or any other obligations of the Subsidiary Guarantors to any holder) shall be taken into accountdetermined in any such case or proceeding shall hereinafter be referred to as the “Avoidance Provisions”. (c) To the end set forth in Section 2(b), but only to the extent that the obligations hereunder would otherwise be subject to avoidance under the Avoidance Provisions if the Subsidiary Guarantors, or any of them, are not deemed to have received valuable consideration, fair value or reasonably equivalent value for the obligations hereunder, or if the obligations hereunder would render such Subsidiary Guarantor insolvent, or leave such Subsidiary Guarantor with unreasonably small capital to conduct its business, or cause such Subsidiary Guarantor to have incurred debts (or to have intended to have incurred debts) beyond its ability to pay such debts as they mature, in each case as of the time any of the obligations hereunder are deemed to have been incurred under the Avoidance Provisions and after giving effect to contribution as among such Subsidiary Guarantor and other guarantors, the maximum obligations for which such Subsidiary Guarantor shall be liable hereunder shall be reduced to that amount which, after giving effect thereto, would not cause such obligations (or any other obligations of such Subsidiary Guarantor to any holder), as so reduced, to be subject to avoidance under the Avoidance Provisions. This Section 2(c) is intended solely to preserve the rights of the holders hereunder to the maximum extent that would not cause the obligations of such Subsidiary Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and neither such Subsidiary Guarantor nor any other Person shall have any right or claim under this Section 2(c) as against any holder that would not otherwise be available to such Person under the Avoidance Provisions.

The Guaranty. Each of the Guarantors (a) Subject to subsection (c) below, each Account Party hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantorsseverally, unconditionally, absolutely and irrevocably guarantees the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of all Obligations of each of the Obligations, other Account Parties under the Loan Documents including, without limitation, (i) the principal of and interest on each Loan made to the Borrower reimbursement obligations owing by such other Account Parties pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit this Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower with respect to Letters of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”)Credit. Upon the failure by the Borrower, or any of its Affiliates, as applicable, an Account Party to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure periodamount, each of the Guarantors other Account Party agrees that it shall to pay forthwith on demand pay such the amount or perform such obligation not so paid at the place and in the manner specified in this Agreement. For the Credit Agreement avoidance of doubt, notwithstanding the limitations of subsection (c) below as to the guarantee obligations of Tempest Life, all other Account Parties at all times, including prior to the Tempest Life Effective Date, jointly and severally, unconditionally, absolutely and irrevocably guarantee the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of all Obligations of Tempest Life. (b) Each Account Party (other than the relevant other Loan DocumentParent), 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 by its acceptance of this Guaranty, the amount guaranteed by Administrative Agent and each Guarantor other Bank, hereby confirms that it is the intention of all such Persons that this Guaranty and the obligations of each Account Party hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Account Party (other than the Parent) hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Banks and the Account Parties hereby irrevocably agree that the obligations of each Account Party (other than the Parent) under this Article VII at any time shall be limited to the extentmaximum amount as will result in the obligations of such Account Party under this Guaranty not constituting a fraudulent transfer or conveyance. (c) Notwithstanding anything to the contrary in this Agreement, if any, required so that its obligations hereunder the guarantee made by Tempest Life under this Article VII shall not be subject effective until the date (the "Tempest Life Effective Date") on which Tempest Life receives the necessary direction or exemption from the Bermuda Supervisor of Insurance to avoidance the effect that any liability with respect to its guaranty provided under Section 548 this Article VII, until a claim or demand is made or funds are drawn against, directly or indirectly, under this Article VII, need not be recorded as a liability and thereby decrease its statutory capital and surplus as determinable under the Insurance Act 1978 of Bermuda and the related regulations. Upon the Tempest ▇▇▇▇ ▇▇fective Date, automatically and without necessity of any acknowledgment or affirmation by Tempest Life or any further action by any party, the guarantee made by Tempest Life under this Article VII shall become effective and the obligations of Tempest Life under this Article VII shall become Obligations for all purposes of this Agreement and the other Loan Documents. The Administrative Agent shall promptly notify the Banks of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention date and occurrence of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountTempest Life Effective Date.

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

The Guaranty. Each of the Guarantors hereby unconditionally and irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit AgreementAgreement (including any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Borrower or any Guarantor (or would accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such proceeding) and (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond ▇▇▇▇▇▇ and all other amounts payable under any Permitted Bond ▇▇▇▇▇▇ shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower, or any of its Affiliates, as applicable, Borrower to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each The Guarantor unconditionally and irrevocably guarantees (as primary obligor and not merely as surety) to the Agent, for the benefit of the Guarantors hereby irrevocably Banks, the following (collectively, the “Obligations”): (i) the payment in full as and unconditionally guarantees, jointly when payable by the Company of any and severally all amounts that may become due and payable by the Company under or in accordance with the Facility Letter and any other Guarantors, the full and punctual payment and performance when due Loan Document (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, principal, interest, fees, indemnities, costs and expenses, whether payable at stated maturity, by acceleration, by required prepayment, on demand or otherwise); and (ii) the timely performance and discharge by the Company of all of its other obligations and liabilities under and in accordance with the Facility Letter and the other Loan Documents (whether such obligations are absolute or contingent or are liquidated or unliquidated). NOTWITHSTANDING ANY OTHER PROVISION OF THIS GUARANTY, THE AGGREGATE AMOUNT PAYABLE BY THE GUARANTOR UNDER THIS GUARANTY IS LIMITED TO $27,500,000, PLUS ANY AND ALL COSTS AND EXPENSES PAYABLE BY THE GUARANTOR PURSUANT TO SECTION 8 OF THIS GUARANTY. The books and records of the Agent and the Banks showing the amount of the payment Obligations shall be admissible in evidence in any action or proceeding, shall be binding upon the Guarantor and shall be conclusive (absent demonstrable error) for the purpose of establishing the amount of the payment Obligations. The liability of the Guarantor under this Guaranty shall be absolute and unconditional irrespective of any lack of genuineness, validity, legality or enforceability of the Facility Letter, any other Loan Document or any document, agreement or instrument relating to those documents or any assignment or transfer of any of those documents. This is a continuing guaranty and shall remain in full force and effect and be binding upon the Guarantor and the Guarantor’s successors and assigns until the date (the “Termination Date”) which is the earlier to occur of (i) the principal payment in full and in cash of the payment Obligations (and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any and all other amounts payable by the Borrower under Guarantor hereunder), the Credit Agreement performance of all other Obligations and the other Loan Documents, and termination of all Commitments; or (iiiii) the punctual and faithful performance, keeping, observance, and fulfillment release by the Borrower of all Agent of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to hereunder. Notwithstanding the immediately preceding sentence, it is the intention Section 3 shall remain in full force and effect for a period of 366 days after any occurrence of the parties hereto that any rights Termination Date pursuant to clause (ii) of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountthe immediately preceding sentence.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, including, without limitation, all obligations under any Swap Agreement, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents Documents, including, without limitation, the punctual and faithful payment, reimbursement, contribution, performance, keeping, observance and fulfillment by the Borrower of all conditions, covenants, indemnities, representations and warranties and obligations of the Borrower contained in the Disbursement Agreement (including any schedules and exhibits thereto) or in any documents, certificates, affidavits or other deliveries (including any deliveries made as a part of a Draw Package (as defined in the Disbursement Agreement)) made in connection with the Disbursement Agreement or any Disbursement Request (as defined in the Disbursement Agreement) (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicableother guarantor, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each The Loan Agreement, the Notes and the Guaranty are collectively referred to herein as the “Loan Documents.” Guarantors that are identified on Schedule I hereto as being a Delaware limited liability company or a Massachusetts nominee trust are collectively referred to herein as the “Relevant Guarantors.” In addition, we have examined the originals or copies of the Guarantors hereby irrevocably declaration of trust, articles of organization, bylaws and unconditionally guaranteesoperating agreements, jointly and severally with the other Guarantorsas applicable, of each Relevant Guarantor (collectively, the full and punctual payment and performance when due (whether at stated maturity“Organizational Documents” for such Relevant Guarantor), upon acceleration or otherwise) certain resolutions of the Obligationsboard of directors or other governing body of each Relevant Guarantor and such other records, includingagreements and instruments of the Loan Parties, without limitationcertificates of public officials and of officers of the Loan Parties and such other documents and records, (i) and such matters of law, as we have deemed appropriate as a basis for the principal opinions expressed herein. In rendering such opinions, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and interest on each Loan made the conformity to the Borrower pursuant authentic original documents of all documents submitted to us as certified, conformed or photostatic copies. As to any facts material to the Credit Agreementopinions expressed herein, (ii) all other amounts payable we have relied without independent verification upon factual representations made by the Borrower under Loan Parties in the Credit Loan Agreement and the other Loan Documents, upon certificates of public officials and (iii) the punctual and faithful performance, keeping, observance, and fulfillment upon facts certified in writing to us by the Borrower of all officers of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan DocumentParties, as the case may be. Each For purposes of the opinions expressed herein, we have assumed that (i) each Lender, the Administrative Agent and each Loan Party organized or formed under the laws of a jurisdiction other than Delaware and Massachusetts and each other party (other than the Relevant Guarantors) to the Loan Documents and to all other documents, agreements and instruments examined by us (A) are corporations or other entities validly existing under the laws of the jurisdictions of their respective organization, (B) have all requisite power and authority (corporate, trust and other), and have taken all necessary action, to enter into and perform all of their obligations under the Loan Documents or such other documents, agreements and instruments to which they are a party, and (C) have duly authorized and executed the Loan Documents and such other documents, agreements and instruments to which they are a party; and (ii) each Loan Document and each such other document, agreement and instrument are and will be the valid, binding and enforceable obligations of each party thereto, other than the Loan Parties. We express no opinion as to the effect of any federal, state or local statute, law, rule or regulation on the authority of the Administrative Agent or any Lender to enter into, to carry out its respective obligations under, or to exercise rights or remedies under, the Loan Documents or such other documents, agreements and instruments. For purposes of this opinion letter, we have relied on the certification of each Relevant Guarantor that the transactions contemplated by the Loan Documents are necessary or convenient to the conduct, promotion or attainment of the business of such Loan Party. When the phrase “to our knowledge” or an equivalent phrase is used in this opinion letter its purpose is to limit the statements it qualifies to the knowledge consciously held by the individual lawyers in our firm who have participated in the negotiation and drafting of the Loan Documents, without independent investigation. This opinion letter is limited to the laws of The Commonwealth of Massachusetts, the laws of the State of New York (with respect to paragraphs 5, 6, 7 and 11 only), and the federal laws of the United States of America, and, except for certain matters relating to the Delaware Limited Liability Company Act (the “Delaware LLC Act”), we express no opinion with respect to the laws of any other jurisdiction. In connection with our opinions herein relating to the Delaware LLC Act, we call to your attention that we are not members of the Bar of the State of Delaware and that such opinions are based solely upon our examination of the Delaware LLC Act as currently in effect, and our understanding of analogous provisions of the laws of The Commonwealth of Massachusetts and the interpretations thereof by State courts in The Commonwealth of Massachusetts and federal courts sitting in The Commonwealth of Massachusetts. We express no opinion as to the effect of the law of any jurisdiction other than the State of New York wherein any Lender Party may be located or wherein enforcement of the Loan Agreement or any of the other Loan Documents may be sought that limits the rates of interest legally chargeable or collectible. Our opinions set forth in paragraphs 1 and 3 below with respect to the valid existence, good standing or qualification of the Borrower and the Guarantors in various jurisdictions, other than GPT Realty Trust, are based solely on certificates to that effect issued by the Secretaries of State of such jurisdictions and heretofore delivered to the Administrative Agent. Our opinion set forth in paragraph 2 below with respect to the existence of GPT Realty Trust is based solely on a certificate to such effect from its trustee or trustees heretofore delivered to the Administrative Agent. We express no opinion with respect to the application of or compliance with any federal or state securities or anti-trust or unfair competition laws or regulations (including filing or notice requirements thereunder), and for purposes of this opinion letter have assumed compliance by all parties with such laws and regulations. Our opinions set forth below are subject to the following limitations: (a) The obligations, rights and remedies of parties may be limited by (A) bankruptcy, insolvency, reorganization, fraudulent conveyance, marshaling, moratorium or other similar laws affecting the enforcement generally of the rights and remedies of creditors and secured parties or the obligations of debtors, and (B) general principles of equity (whether considered in a proceeding in equity or at law), including but not limited to principles limiting the availability of specific performance or injunctive relief, and concepts of materiality, reasonableness, good faith and fair dealing. Further, pursuant to such equitable principles, Section 3 of the Guaranty, which provides, among other things, that the liability of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be affected by amendments to or other changes in the Loan Documents, might be enforceable only to the extent that such amendments or other changes were not so material as to constitute a new contract among the parties. (b) We express no opinion as to the enforceability of prospective waivers of rights to notice or a hearing, other waivers of rights granted by constitution or statute, powers of attorney, provisions purporting to relieve parties of the consequences of their own negligence or misconduct, provisions granting indemnity or rights of contribution (to the extent the enforceability thereof is limited by federal or state securities laws or by public policy), provisions purporting to establish evidentiary standards, provisions purporting to grant the right of setoff to a purchaser of a participation in any loan, provisions imposing penalties or forfeitures, provisions requiring arbitration, provisions that purport to bind any party to agree to conclude an agreement at a future date, any agreement to grant a deed in lieu of foreclosure or any similar undertaking, provisions purporting to grant a right to the appointment of a receiver or provisions purporting to grant secured parties prejudgment rights with respect to collateral. (c) The enforceability of the Loan Documents may be limited by general principles of contract law which include (A) the unenforceability of provisions to the effect that terms of an agreement may only be amended or waived in writing, (B) the general rule that, where less than all of an agreement is enforceable, the balance is enforceable only when the unenforceable portion is not an essential part of the agreement, (C) the exercise of judicial discretion regarding the determination of damages and entitlement to attorneys’ fees and other costs, and (D) the possible right of a party that has materially failed to render or offer performance required by a contract to cure that failure, unless permitting a cure would unreasonably hinder the aggrieved party from making substitute arrangements for performance or it was important in the circumstance to the aggrieved party that performance occur by the date stated in such contract. (d) We express no opinion as to whether a Federal court or a state court outside of the State of New York would give effect to the choice of New York law provided for in any Loan Document. (e) We express no opinion as to the provisions of any Loan Document that waive any objection to the laying of venue or waive any claim of forum non conveniens with respect to any court, or provide for a method of service of process that is inconsistent with applicable law or rules of the relevant court. Based upon and subject to avoidance under Section 548 the foregoing, we are of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.opinion that:

The Guaranty. Each Subject to the last sentence of this Section 2, the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees to GulfTerra the full and punctual timely performance and discharge (including the payment of money) by the Obligor of all obligations and performance when due (whether at stated maturity, upon acceleration or otherwise) liabilities of the Obligations, including, without limitation, Obligor now existing or hereafter arising under Article II of the Subject Agreement (the "GUARANTEED OBLIGATIONS") and hereby agrees that if the Obligor shall fail (i) to pay any Guaranteed Obligation when and as the principal of same shall be due and interest on each Loan made payable by the Obligor to the Borrower pursuant to the Credit Agreement, GulfTerra or (ii) all timely to perform and discharge in full any other amounts payable by Guaranteed Obligation in accordance with the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all terms of the agreementsSubject Agreement, conditionsthe Guarantor shall be liable to GulfTerra for such Guaranteed Obligation, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliatesand, as applicablesuch, the Guarantor shall forthwith pay to pay punctually GulfTerra or perform and discharge any such amount or perform such obligation, subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement or the relevant other Loan DocumentGuaranteed Obligation, as the case may be. Each , as such payment or performance and discharge is required to be made or done by the Obligor pursuant to the terms of the Guarantors hereby agrees that this Guaranty Subject Agreement. The guarantee in the preceding sentence is an absolute, irrevocable present and unconditional guaranty continuing guarantee of payment and of performance of obligations and not of collectibility and is in no way conditional or contingent upon any attempt to collect from the Obligor or upon any other action, occurrence or circumstance whatsoever. It shall not a guaranty of collectionbe necessary for GulfTerra, in order to enforce such payment or performance by the Guarantor, first to institute suit or exhaust its remedies against the Obligor, the Guarantor or any other Person liable with respect to any Guaranteed Obligations. Notwithstanding anything to the contrary contained in this Section 2 or elsewhere in this Guaranty, GulfTerra acknowledges and agrees that (a) the Guarantor shall have the benefit of and the right to assert any defenses against the claims of GulfTerra which are available to the Obligor and which would have also been available to the Guarantor if the Guarantor had been in the same contractual position as the Obligor under the Subject Agreement, other provision than defenses arising from an event or circumstance referred to in clause (e) of Section 3 hereof, or, to the extent related to a proceeding described in such clause (e), clause (h) of Section 3 hereof, or related to the financial condition of the Obligor, and (b) with respect to any and all of the guarantees made by the Guarantor in this Guaranty, the amount guaranteed by each Guarantor hereunder hereby guarantees, and shall be limited to responsible for, each performance and/or discharge obligation or liability (including the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 payment of money) of the Bankruptcy Code Obligor now existing or hereafter arising under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention Article II of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into accountSubject Agreement.

The Guaranty. Each of the Guarantors The Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, guarantees the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, and (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Upon the failure by the Borrower, or any of its Affiliates, as applicable, Borrower to pay punctually any such amount or perform such obligationGuaranteed Obligations when due, subject to any applicable grace or notice and cure period, each of the Guarantors Guarantor agrees that it shall forthwith on demand pay such amount or perform such obligation due and unpaid Guaranteed Obligations at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors The Guarantor hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding It is understood and agreed that any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount payment of any Guarantor’s obligations hereunder pursuant to Guaranteed Obligations by the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this GuarantyBorrower, any other agreement guarantor of the Guaranteed Obligations or applicable law any other Person shall be taken not reduce the amount payable by the Guarantor hereunder prior to the payment in full in cash of the Guaranteed Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) and the termination or expiration of the Commitments under the Credit Agreement. The Guarantor hereby irrevocably and unconditionally agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lenders immediately on demand against any cost, loss or liability they incur as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the Guarantor under this Guaranty on the date when it would have been due (but so that the amount payable by the Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty (after taking into accountaccount the limitations set forth in the preceding paragraph) if the amount claimed had been recoverable on the basis of a guaranty).

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan Advance made to the Borrower pursuant to the Credit Agreement, (ii) any Reimbursement Obligations of the Borrower or the performance by it of such Reimbursement Obligations, (iii) all Rate Management Obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Rate Management Transactions (any such Rate Management Transaction with any Lender or any affiliate of any Lender being herein referred to as a "Guaranteed Rate Management Transaction") unless the Borrower and any such Lender mutually agree that any such Rate Management Transaction does not constitute a Guaranteed Rate Management Transaction hereunder, (iv) all other amounts payable by the Borrower under the Credit Agreement Agreement, any Guaranteed Rate Management Transaction and the other Loan Documents, and (iiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “"Guaranteed Obligations”"). Upon the failure by the Borrower, Borrower or any of its Affiliates, as applicable, Affiliates to pay punctually any such amount or perform such obligation, subject to any applicable grace or notice and cure periodamount, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation to the Collateral Agent at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may beIntercreditor Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other GuarantorsGuarantors and severally, the full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the any Borrower pursuant to the Credit Agreement, (ii) all obligations of the Borrower owing under any Letter of Credit, (iii) all obligations of any Borrower owing under any Related Swap Agreement, (iv) all other amounts payable by the Borrower Borrowers or any other Credit Party under the Credit Agreement, any Related Swap Agreement and the other Loan Documents, Documents and (iiiv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower Borrowers of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations (including the Administrative Agent) being referred to collectively as the “Holders of Obligations”). For the avoidance of doubt, Guaranteed Obligations shall include any amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code. Any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of any Guarantor or any Borrower (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantors, the Administrative Agent and the Holders of the Obligations that the Guaranteed Obligations should be determined without regard to any rule of law or order that may relieve the Guarantors or the Borrowers of any portion of such Guaranteed Obligations. Upon (x) the failure by the Borrower, any Borrower or any of its Affiliatesother Credit Party, as applicable, to pay punctually any such amount or perform such obligation, subject to and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Related Swap Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. Notwithstanding Each of the Guarantors hereby agrees that the obligations of such Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other provision of guarantor, and a separate action may be brought against such Guarantor to enforce this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.