Common use of The Guaranty Clause in Contracts

The Guaranty. 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 jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. 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 Providers as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness or other obligations becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

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

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product 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 Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit 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 Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby to unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety guarantee the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent and the Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, Credit Agreement or the other Credit Documents or any Bank ProductDocuments, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. The guaranty set forth in this Article X is continuing guaranty and is a guaranty of payment and is not merely a guaranty 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, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law Applicable Law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders and Issuing Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product 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 Bank ProductHedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider Issuing Lenders as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Guarantied Credit Party ObligationsObligations owed to the Administrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the indebtedness becomes Guarantied Credit Party Obligations become due and payable hereunder or under any Bank ProductHedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such indebtedness Guarantied Credit Party Obligations to the Administrative Agent, the Lenders, the Bank Product Issuing Lenders, the Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agent, the Lenders, the Issuing Lenders or the Lenders Hedging Agreement Providers in collecting any of the Guarantied Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is As used in this Article X in its most comprehensive sense and includes any and all advancesSection 9, debts, obligations and liabilities of the Borrower, including specifically all Guarantied Credit Party Obligations, arising in connection with this Agreement, the other Obligations shall include all Guarantied Credit Documents or any Bank Product, in each case, heretofore, Party Obligations now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Guaranty is a guaranty of payment and performance and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, Documents (a) to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law Applicable Law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law Applicable Law (whether federal or state and including, without limitation, the Bankruptcy Code)Code or its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to cover any Excluded Swap Obligations.

The Guaranty. 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(a) Parent hereby guarantees, 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 jointly and severally guarantees as a primary obligor and not merely as surety a surety, to each Secured Creditor and their respective successors and assigns, the full and prompt payment in full when duedue (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, any Borrower, and all other Secured Obligations from time to time owing to the Secured Creditors by any Credit Party under any Credit Document, any ABL Secured Cash Management Agreement or any ABL Secured Hedging Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Parent Guaranteed Obligations”) and (b) each Borrower hereby guarantees, as a primary obligor and not as a surety, to each Secured Creditor and their respective successors and assigns, the prompt payment in full when due of Secured Obligations from time to time owing to the Secured Creditors by any Credit Party under any ABL Secured Cash Management Agreement or any ABL Secured Hedging Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Borrower Guaranteed Obligations” and, together with the Parent Guaranteed Obligations, the “Guaranteed Obligations”). Parent hereby agrees that if any Borrower shall fail to pay in full when due (whether upon at stated maturity, 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 Bank Product, each Guarantor unconditionally promises to pay such indebtedness 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 Guaranteed Obligations, Parent will promptly pay the same in cash, upon demand, and that in the case of any extension of time of payment or renewal of any of the Parent 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. Each Borrower hereby agrees that if any Credit Party Obligations. The Guaranty set forth shall fail to pay in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes full when due (whether at stated maturity, by acceleration or otherwise) any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Borrower Guaranteed Obligations, arising such Borrower will promptly pay the same in connection with this Agreementcash, upon demand, and that in the case of any extension of time of payment or renewal of any of the Borrower Guaranteed Obligations, the other Credit Documents or any Bank Product, same will be promptly paid in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law full when due (whether federal at extended maturity, by acceleration or state and including, without limitation, otherwise) in accordance with the Bankruptcy Code)terms of such extension or renewal.

The Guaranty. In order (a) Subject to induce the Lenders last sentence of Section 1(c), the Guarantor hereby irrevocably, absolutely and unconditionally guarantees to enter into this Rice OH the full and timely performance and discharge (including the payment of money) by Drilling D of all obligations and liabilities of Drilling D now existing or hereafter arising under the Rice OH Agreement (the “Drilling D Guaranteed Obligations”) and hereby agrees that if Drilling D shall fail to (i) pay any Bank Product Provider amount when and as the same shall be due and payable by Drilling D to enter into or for the benefit of Rice OH or any Bank Product subsidiary thereof or (ii) timely perform and to extend credit hereunder and thereunder and discharge in recognition full any other obligation or liability in accordance with the terms of the direct benefits Rice OH Agreement, the Guarantor shall forthwith pay to or for the benefit of Rice OH or any subsidiary thereof, as applicable, such amount or perform and discharge, or cause to be received performed and discharged, any such obligation or liability, as the case may be, as such payment or performance and discharge is required to be made or done by Drilling D pursuant to the Guarantors from terms thereof. (b) Subject to the Extensions last sentence of Credit hereunder Section 1(c), the Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Rice PA the full and timely performance and discharge (including the payment of money) by Drilling B of all obligations and liabilities of Drilling B now existing or hereafter arising under the Rice PA Agreement (the “Drilling B Guaranteed Obligations” and, together with the Drilling D Guaranteed Obligations, the “Guaranteed Obligations”) and hereby agrees that if Drilling B shall fail to (i) pay any Bank Productamount when and as the same shall be due and payable by Drilling B to or for the benefit of Rice PA or any subsidiary thereof or (ii) timely perform and discharge in full any other obligation or liability in accordance with the terms of the Rice PA Agreement, the Guarantor shall forthwith pay to or for the benefit of Rice PA or any subsidiary thereof, as applicable, such amount or perform and discharge, or cause to be performed and discharged, any such obligation or liability, as the case may be, as such payment or performance and discharge is required to be made or done by Drilling B pursuant to the terms thereof. (c) Except to the extent otherwise expressly provided herein, each of the Guarantors hereby agrees with guarantees set forth in Sections (1)(a) and (1)(b) is an absolute, present and continuing guarantee of payment and of performance of obligations and not of collectibility and is in no way conditional or contingent upon any attempt to collect from Drilling B or Drilling D, as applicable, or upon any other action, occurrence or circumstance whatsoever. It shall not be necessary for any Beneficiary in order to enforce such payment or performance by the Administrative AgentGuarantor, first to institute suit or exhaust its remedies against Drilling B or Drilling D, as applicable, the Lenders and Guarantor or any other person or entity liable with respect to any Guaranteed Obligations. (d) Notwithstanding any provision of this Agreement to the Bank Product Provider contrary, as follows: each to any Guaranteed Obligation which the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety is called upon to pay, perform, or discharge, Guarantor reserves to itself the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of right to assert any and all Credit Party Obligations. If any or all of the indebtedness becomes due claims, counterclaims, defenses, setoffs and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness other rights to the Administrative Agentsame extent that Drilling D or Drilling B, as applicable, could assert any such claim, counterclaim, defense, setoff or other right against the Lendersapplicable Beneficiary with respect to such Guaranteed Obligation, 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 except for those arising out of any of the Credit Party Obligations. The Guaranty set forth events described in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfersSection 2(d) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)hereof.

The Guaranty. In order to induce the Lenders Banks 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 Holdings from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Banks as follows: each Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsof the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the indebtedness Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor Holdings unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and/or the Lenders, the Bank Product ProvidersBanks, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders Banks in collecting any of the Credit Party Guaranteed Obligations. The 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) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes other instrument evidencing any and all advances, debts, obligations and liabilities liability of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, and Holdings shall be and remain liable to the other Credit Documents aforesaid payees hereunder for the amount so repaid or any Bank Product, 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 recovered to the same extent as if such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred amount had never originally been received by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)payee.

The Guaranty. In order to induce the Lenders to enter into this Agreement, any Hedging Agreement and any Bank Product Provider to enter into any Secured Hedging Agreement and any Cash Management Bank Product to enter into any Secured Cash Management Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductSecured Hedging Agreement or any Secured Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders Lenders, the Hedging Agreement Providers and the Bank Product Provider Cash Management Banks as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement or any Secured Cash Management Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, the Cash Management Banks, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents Documents, any Secured Hedging Agreement or any Bank ProductSecured Cash Management Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and Agreement, any Hedge Bank Product Provider to enter into any Secured Hedge Agreement and any Cash Management Bank Product to enter into any Secured Cash Management Agreement, and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder hereunder, any Secured Hedge Agreement and any Bank ProductSecured Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders Lenders, each such Hedge Bank and the each such Cash Management Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Secured Obligations. If any or all of the indebtedness becomes due and payable hereunder hereunder, under any Secured Hedge Agreement or under any Bank ProductSecured Cash Management Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product ProvidersLenders and each other Secured Party, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Secured Obligations. The Guaranty set forth in this Article X XIII is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X XIII in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Secured Obligations, arising in connection with this Agreement, the other Credit Documents Loan Documents, any Secured Hedge Agreement or any Bank ProductSecured Cash Management Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Loan Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law Applicable Law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. 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 Providers as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrowers, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Borrowers may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. 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 Producthereunder, 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 jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerCredit Parties, including specifically all Credit Party Obligations, arising in connection with this Agreement, Agreement or any of the other Credit Documents Documents, Secured Hedging Agreement or any Bank ProductTreasury Management Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Credit Parties may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be are 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 such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. 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 Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent and the Lenders. If any or all of the indebtedness of the Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and the Lenders, the Bank Product Providers, or their respective on 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 collectionindebtedness. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders Banks 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 Guarantor from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans, the Guarantor hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Banks as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Banks. If any or all of the indebtedness of the Borrower to the Banks becomes due and payable hereunder or under any Bank Producthereunder, each the Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product ProvidersBanks, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Senior Managing Agents or the Lenders Banks 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 collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 13 in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the Agreement and any other Credit Documents or any Bank ProductDocument, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product 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 Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce (a) Each Account Party hereby jointly and severally, unconditionally, absolutely and irrevocably guarantees the Lenders to enter into this Agreement full and any Bank Product Provider to enter into any Bank Product and to extend credit hereunder and thereunder and in recognition punctual payment (whether at stated maturity, upon acceleration or otherwise) of the direct benefits to be received all amounts payable by the Guarantors from the Extensions of Credit hereunder and any Bank Product, each of the Guarantors other Account Parties under the Loan Documents including, without limitation, the principal of and interest (including, to the greatest extent permitted by law, post-petition interest) on reimbursement obligations owing by such other Account Parties pursuant to this Agreement with respect to Letters of Credit and fees, expenses, indemnities or any other obligations, whether now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, or due or to become due. Upon failure by an Account Party to pay punctually any such amount, each other Account Party agrees to pay forthwith on demand the amount not so paid at the place and in the manner specified in this Agreement. (b) Each Account Party (other than the Parent), and by its acceptance of this Guaranty, the Administrative Agent and each other Bank, hereby agrees with 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 Lenders other Banks and the Bank Product Provider as follows: each Guarantor Account Parties hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then agree that the obligations of each such Guarantor hereunder Account Party (other than the Parent) under this Article VII at any time shall be limited to the maximum amount that is permissible as will result in the obligations of such Account Party under applicable law (whether federal this Guaranty not constituting a fraudulent transfer or state and including, without limitation, the Bankruptcy Code)conveyance.

The Guaranty. 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 extensions of Credit 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 jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness 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 Credit Party Obligations. The Loan Party Guaranty set forth in this Article X XI is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X XI in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerCo-Borrowers, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Loan Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Co-Borrowers 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. This Guaranty is a continuing guaranty and shall be binding upon each Guarantor and its successors and assigns, and each Guarantor irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Obligations. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Loan Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, including because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, including the Bankruptcy Code).

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and any Bank Product Provider to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into any Bank Product Designated Interest Rate Protection Agreements and to extend credit hereunder and thereunder and Designated Treasury Services Agreements in recognition of the direct and indirect benefits to be received by the Guarantors Holdings from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, Holdings hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Guaranteed Creditors as follows: each Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsof its Obligations to the Guaranteed Creditors. If any or all of the indebtedness Obligations of Holdings to the Guaranteed Creditors becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor Holdings, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent, Agent and/or the Lenders, the Bank Product Providersother Guaranteed Creditors, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or and the Lenders other Guaranteed Creditors in collecting any of the Credit Party Obligations. The This Holdings Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” This Holdings Guaranty is used in this Article X in its most comprehensive sense and includes any a continuing one and all advancesliabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, debtsdecree 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), obligations then and liabilities in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of any the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, and Holdings shall be and remain liable to the other Credit Documents aforesaid payees hereunder for the amount so repaid or any Bank Product, 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 recovered to the same extent as if such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred amount had never originally been received by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)payee.

The Guaranty. 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 Company from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor the Company hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsof the Guaranteed Obligations of the Subsidiary Borrowers to the Guaranteed Creditors. If any or all of the indebtedness Guaranteed Obligations of such Borrowers to the Guaranteed Creditors becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor the Company unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and/or 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 Credit Party Guaranteed Obligations. The Guaranty set forth If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in this Article X is a guaranty payment or on account of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the 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 Borrowers), then and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of any Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, and the other Credit Documents Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or any Bank Product, 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 recovered to the same extent as if such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred amount had never originally been received by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)payee.

The Guaranty. In order Each Guarantor hereby guarantees to induce the Lenders to enter into this Agreement each Secured Party 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 AgentAgent as hereinafter provided, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety surety, the full and prompt payment and performance of the Obligations in full when duedue (whether at stated maturity, whether upon maturityas a mandatory prepayment, by acceleration or otherwise, of ) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any and all Credit Party Obligations. If any or all of the indebtedness becomes Obligations are not paid in full when due and payable hereunder (whether at stated maturity, as a mandatory prepayment, by acceleration or under any Bank Productotherwise), each Guarantor unconditionally promises to will promptly pay such indebtedness to the Administrative Agentsame, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the Lenderssame will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal (collectively, the Bank Product Providers“ Guaranteed Obligations ”). Subject to Section 10.06 and the last sentence of this Section 10.01 below, or their respective orderthe Guarantors hereby jointly and severally agree, on demand, together with in furtherance of the foregoing and not in limitation of any and all reasonable expenses other right which may be incurred by the Administrative Agent or any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the Lenders in collecting failure of any Guarantor to pay any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment Guaranteed Obligations when and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advancesas the same shall become due, debtswhether at stated maturity, obligations and liabilities by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreementautomatic stay under Section 362(a) of the Bankruptcy Code), the other Credit Documents Guarantors will upon demand pay, or any Bank Productcause to be paid, in each casecash, heretoforeto the Administrative Agent for the ratable benefit of Secured Parties, nowan amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, or hereafter madeaccrued and unpaid interest on such Guaranteed Obligations (including interest which, incurred or createdbut for any Borrower’s becoming the subject of a case under the Bankruptcy Code, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undeterminedwould have accrued on such Guaranteed Obligations, whether or not a claim is allowed against any Borrower for such indebtedness is from time interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceableSecured Parties as aforesaid. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Loan Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations Guaranteed Obligations of each such Guarantor hereunder under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the maximum largest amount that is permissible would not render such obligations subject to avoidance under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)Debtor Relief Laws.

The Guaranty. In order Each Guarantor hereby guarantees to induce the Lenders to enter into this Agreement each Secured Party 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 AgentAgent as hereinafter provided, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety surety, the full and prompt payment and performance of the Obligations in full when duedue (whether at stated maturity, whether upon maturityas a mandatory prepayment, by acceleration or otherwise, of ) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any and all Credit Party Obligations. If any or all of the indebtedness becomes Obligations are not paid in full when due and payable hereunder (whether at stated maturity, as a mandatory prepayment, by acceleration or under any Bank Productotherwise), each Guarantor unconditionally promises to will promptly pay such indebtedness to the Administrative Agentsame, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the Lenderssame will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal (collectively, the Bank Product Providers“Guaranteed Obligations”). Subject to Section 10.06 and the last sentence of this Section 10.01 below, or their respective orderthe Guarantors hereby jointly and severally agree, on demand, together with in furtherance of the foregoing and not in limitation of any and all reasonable expenses other right which may be incurred by the Administrative Agent or any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the Lenders in collecting failure of any Guaranteed Obligations to be paid when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities automatic stay under Section 362(a) of the Borrower, including specifically all Credit Party Obligations, arising in connection with this AgreementBankruptcy Code), the other Credit Documents Guarantors will, upon demand pay, or any Bank Productcause to be paid, in each casecash, heretoforeto the Administrative Agent for the ratable benefit of Secured Parties, nowan amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, or hereafter madeaccrued and unpaid interest on such Guaranteed Obligations (including interest which, incurred or createdbut for any Borrower’s becoming the subject of a case under the Bankruptcy Code, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undeterminedwould have accrued on such Guaranteed Obligations, whether or not a claim is allowed against any Borrower for such indebtedness is from time interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceableSecured Parties as aforesaid. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Loan Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations Guaranteed Obligations of each such Guarantor hereunder under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the maximum largest amount that is permissible would not render such obligations subject to avoidance under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)Debtor Relief Laws.

The Guaranty. (a) In order to induce the Lenders Administrative Agent, the Purchasers and the Purchaser Agents 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 ProductSellers Guaranty, each of the Guarantors hereby agrees with the Administrative Agent, on behalf of the Lenders and the Bank Product Provider Secured Parties as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Aggregate Unpaids, subject to Section 14.9 and Section 14.10 (the “Guaranteed Obligations”). If any or all of the such indebtedness becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to deposit (or cause to be deposited) on demand into the Collections Account sufficient funds to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, Guaranteed Obligations together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders any other Secured Party in collecting any of the Credit Party Guaranteed Obligations, subject to Section 14.9 and Section 14.10. The Guaranty set forth in this Article X XIV is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X XIV in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerSellers, including specifically all Credit Party Guaranteed Obligations, arising in connection with this Agreement, the other Credit Documents Agreement or any Bank Productother Transaction Document, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Sellers 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. ; provided, however, that the word “indebtedness” as used in this Article XIV shall not include any amounts owed under clause (i) of the definition of Aggregate Unpaids. (b) Notwithstanding any provision to the contrary contained herein or in any other of the Credit Transaction Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. 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 jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrowers, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Borrowers may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit 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 Providers as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent, the Lenders and the Bank Product Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, Secured Parties or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders Secured Parties in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Credit Agreement, the other Credit Documents or any Bank Product, including specifically all Credit Party Obligations, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy CodeLaws).

The Guaranty. 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 ProductLoans made hereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Agent and the Lenders. If any or all of the indebtedness of the Borrower to the Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X XIV in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, any of the other Credit Documents or and any Bank Productof the ELLF Operative Agreements, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product 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 under any Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, Agents and the Lenders and the Bank Product Provider as follows: each such Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Canadian Borrower to the Agents and the Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative AgentAgents, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agents or the Lenders in collecting any of the Credit Party Canadian Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X XI in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Canadian Borrower, including specifically all Credit Party Canadian Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Canadian Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor would either breach any applicable law, including, without limitation, the Companies Act (Quebec) or shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of the provisions of the Companies Act (Quebec) or any other applicable state state, provincial or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under or would not otherwise breach applicable law (whether federal federal, state or state provincial and including, without limitation, the Bankruptcy CodeCode and the Companies Act (Quebec)).

The Guaranty. 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 ProductEach Guarantor, 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 jointly and severally guarantees as primary obligor severally, irrevocably, absolutely and not merely as surety unconditionally guarantees: (i) to the Lender Creditors the full and prompt payment when due, due (whether upon at the stated maturity, by acceleration or otherwise) of (x) the unpaid principal of, of any premium, if any, and interest on the Notes issued by, and the Term Loans made to, the Borrowers under the Credit Agreement and (y) all Credit Party Obligations. If any or all other obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness becomes due and payable hereunder or under any Bank Product, owing by each Guarantor unconditionally promises to pay such indebtedness Borrower 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 Lender Creditors under the Credit Party Obligations. The Guaranty set forth in this Article X Agreement and each other Credit Document to which such Borrower is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason party (including, without limitation, because indemnities, Fees and interest thereon (including, in each case, any interest, fees and other amounts accruing after the commencement of any applicable state bankruptcy, insolvency, receivership or federal law relating to fraudulent conveyances similar proceeding at the rate provided for in the Credit Agreement, whether or transfers) then not such interest, fees and other amounts is an allowed claim or allowable claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of, or in connection with, the obligations of Credit Agreement and each such Guarantor hereunder shall be limited other Credit Document and the due performance and compliance by each Borrower with all of the terms, conditions and agreements contained in all such Credit Documents (all such principal, premium, interest, reimbursement obligations, liabilities, indebtedness and obligations being herein collectively called the “Credit Document Obligations”); and (ii) to each applicable Guaranteed Creditor the maximum amount that is permissible under applicable law full and prompt payment when due (whether federal at the stated maturity, by acceleration or state and includingotherwise) of all obligations (including obligations which, without limitation, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness (including, in each case, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the respective Designated Interest Rate Protection Agreements or Designated Treasury Services Agreements whether or not such interest is an allowed claim in any such proceeding) owing by the Lead Borrower and/or one or more of its Subsidiaries under any Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement, whether now in existence or hereafter arising, and the due performance and compliance by such Borrower and such Subsidiaries with all of the terms, conditions and agreements contained in each Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement to which it is a party (all such obligations, liabilities and indebtedness being herein collectively called the “Other Obligations” and, together with the Credit Document Obligations, the “Guaranteed Obligations”); provided, that the “Guaranteed Obligations”, with respect to any Guarantor, shall exclude any Excluded Swap Obligations with respect to such Guarantor. As used herein, the term “Guaranteed Party” shall mean each Borrower and/or each Restricted Subsidiary thereof party to any Designated Interest Rate Protection Agreement or Designated Treasury Services Agreement with the applicable Guaranteed Creditor. Each Guarantor understands, agrees and confirms that the Guaranteed Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor, any Borrower, any other Guaranteed Party, against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations.

The Guaranty. 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 Holdings from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans, Holdings hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor Holdings hereby unconditionally and irrevocably jointly and severally irrevocably, guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Lenders. If any or all of the indebtedness of the Borrower to the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor Holdings unconditionally promises to pay such indebtedness 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 13 in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents Agreement or under any Bank ProductInterest Rate Agreement with a Lender, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. 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 ProductThe Guarantor, 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 jointly and severally guarantees as primary obligor and not merely as surety surety, hereby irrevocably and unconditionally guarantees the full and prompt punctual payment when due, (whether upon at stated maturity, by upon acceleration or otherwise) when due of all obligations of, of any and all Credit Party Obligations. If any or all amounts owing by, the Company (but not of the indebtedness becomes due and payable hereunder or Lessor) under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative AgentLease, the LendersInvestment Agreement, 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Operative Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation: (a) all obligations to pay Rent, because Impositions, Taxes, Other Taxes, Support Expenses, the Termination Value where the Company has not elected to acquire the Facility by payment of any applicable state the Purchase Price upon the occurrence of a Cancellation Event, the Purchase Price where the Company elects to acquire the Facility, increased costs and compensation for reduced returns under Section 5.03 of the Investment Agreement, compensation under Section 5.05 of the Investment Agreement, expenses and indemnities under Section 11.03 of the Investment Agreement and all other terms and provisions of the Operative Documents and otherwise, and Yield or federal law relating interest at the Default Rate in respect of overdue Rent, Yield and all other amounts owing or payable of whatever nature, and (b) the full and punctual performance when due of all obligations and agreements of the Company to fraudulent conveyances or transfers) then in favor of the obligations of each such Guarantor hereunder shall be limited to Lessor or the maximum amount that is permissible Lease Participants under applicable law (whether federal or state the Lease, the Investment Agreement, and all other Operative Documents, including, without limitation, the Bankruptcy CodeCompany’s obligation to return the Facility to the Lessor in accordance with Section 16 of the Lease if the Company has not elected to acquire the Facility (all of the foregoing obligations in clauses (a) and (b) above being referred to collectively as the “Guaranteed Obligations”; provided, that notwithstanding anything herein to the contrary, if no Cancellation Event has occurred, and the Company has elected to pay the Final Rent Payment in accordance with Section 15(a)(ii)(B) of the Lease, the Company shall have no obligation to pay the Unrecovered Lessor Investments attributable to that portion of the B Percentage Lessor Investments which constitute the Non-Recourse Amount, which under such circumstances shall not constitute a part of the Guaranteed Obligations), and agrees to pay any and all expenses (including reasonable attorneys’ fees and expenses) incurred by the Lessor, the Lease Participants and their respective successors, transferees and assigns in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Lessor or the Lease Participants but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar case or proceeding involving the Company. For purposes of determining when an obligation is “due” for purposes of this Guaranty, such term shall be interpreted to mean due in accordance with the terms of this Guaranty and without regard to the amendment, modification or rejection of any Guaranteed Obligation in any bankruptcy or other reorganization case or proceeding.

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product 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 Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product 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. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order The Guarantor hereby guarantees to induce each Lender, each Issuing Bank, the Lenders to enter into this Agreement Administrative Agent and any Bank Product Provider to enter into any Bank Product their respective successors and to extend credit hereunder assigns the prompt payment in full of all unpaid principal of and thereunder and in recognition interest on (including, without limitation, interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other Obligations of each Borrower to the Administrative Agent, any Issuing Bank or any Lender, whether direct benefits or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any Letter of Credit, any other Loan Document or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel to the Administrative Agent, any Issuing Bank or any Lender that are required to be received paid by the Guarantors from Borrowers pursuant hereto) or otherwise, in each case strictly in accordance with the Extensions express terms hereof (such obligations of Credit hereunder each Borrower being herein collectively called, in respect of such Borrower, the “Guaranteed Obligations”), and agrees to pay any Bank Productand all expenses (including, each without limitation, reasonable fees and expenses of the Guarantors hereby agrees with counsel) incurred by the Administrative Agent, the Issuing Banks or the Lenders and in enforcing any rights under this Article XI. Without limiting the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all generality of the indebtedness becomes due foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness would be owed by a Borrower 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 Issuing Banks or the Lenders under this Agreement and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Borrower. In addition, the Guarantor hereby further agrees, as an independent obligation, that, if a Borrower fails to pay in collecting full when expressed to be due (whether at stated maturity, upon acceleration or optional prepayment or otherwise) any of the Credit Party Obligations. The Guaranty set forth Guaranteed Obligations strictly in this Article X is a guaranty accordance with the express terms hereof, the Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of timely any extension of time of payment and not or renewal of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Guaranteed Obligations, arising the same will be paid in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated full when expressed 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 such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law due (whether federal at stated maturity, upon acceleration or state and including, without limitation, optional prepayment or otherwise) in accordance with the Bankruptcy Code)terms of such extension or renewal.

The Guaranty. In order to To induce the Lenders to enter into this Credit 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, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower owed to the Administrative Agent, the Lenders and the Bank Product Providers under the Credit Party ObligationsDocuments. If any or all of the such indebtedness becomes due and payable hereunder or under any Bank ProductProduct with a Bank Product Provider, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agent, the Lenders or the Lenders Bank Product Providers in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X Section in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrower and the Guarantors under the Credit Documents, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductProduct with a Bank Product Provider, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy CodeCode or its non-U.S. equivalent).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product 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 Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, Secured Parties or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders Secured Parties in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, including specifically all Credit Party Obligations, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy CodeLaws).

The Guaranty. In order to induce the Lenders Banks 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 Guarantor from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, the Guarantor hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Banks as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Banks. If any or all of the indebtedness of the Borrower to the Banks becomes due and payable hereunder or under any Bank Producthereunder, each the Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product ProvidersBanks, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Senior Managing Agents or the Lenders Banks 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 collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 13 in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the Agreement and any other Credit Documents or any Bank ProductDocument, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. 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 Providers as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, Lenders or 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 Credit Party ObligationsObligations to the extent reimbursable under Section 9.5. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrowers, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Borrowers may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to 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 provide the credits described herein and in recognition consideration of benefits expected to accrue to the Borrower by reason of the direct benefits to be received by Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, the Guarantors from the Extensions of Credit hereunder Parent and any Bank Product, each of its direct and indirect Domestic Subsidiaries, except Renaissance (individually each a "Guarantor" and collectively the Guarantors hereby agrees with the Administrative Agent"Guarantors"), the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably guarantee jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness 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 each other holder of any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty Obligations or Hedging Liability, (x) the due and punctual payment of timely payment all present and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities future indebtedness of the BorrowerBorrower evidenced by or arising out of the Loan Documents, including specifically all Credit Party including, but not limited to, the due and punctual payment of principal of and interest on the Notes, the Reimbursement Obligations, arising in connection with this Agreement, and the due and punctual payment of all other Credit Documents or any Bank Product, in each case, heretofore, now, Obligations now or hereafter made, incurred or createdowed by the Borrower under the Loan Documents as and when the same shall become due and payable, whether voluntarily at stated maturity, by acceleration or involuntarilyotherwise, absolute or contingentaccording to the terms hereof and thereof, liquidated or unliquidated, determined or undeterminedand (y) the due and punctual 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 the Borrower shall not be understood to be a Guarantor of any Obligations or Hedging Liability with respect to which it is the primary obligor. In case of failure by the Borrower punctually to pay any indebtedness or other Obligations guaranteed hereby (after giving effect to any applicable cure periods), each Guarantor hereby unconditionally agrees jointly and severally to make such indebtedness is from time payment or to time reduced, or extinguished cause such payment to be made punctually as and thereafter increased or incurredwhen the same shall become due and payable, whether the Borrower may be liable individually at stated maturity, by acceleration or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitationsotherwise, and whether or not as if such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to payment were made by 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, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)Borrower.

The Guaranty. In order to induce the Lenders Banks 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 proceeds of Credit hereunder and any Bank Productthe Revolving Loans, each of the Guarantors Guarantor hereby jointly and severally agrees with the Administrative Agent, the Lenders Agents and the Bank Product Provider Banks as follows: each Guarantor hereby jointly and severally, unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to each of the Banks and each of the Agents. If any or all of the indebtedness of the Borrower to the Banks or the Agents becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises on a joint and several basis to pay such indebtedness to the Administrative AgentBanks or the Agents, as the Lenders, the Bank Product Providerscase may be, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agents or the Lenders Banks 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 collectionindebtedness. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes Section 12 to mean any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the Agreement and any other Credit Documents or any Bank ProductDocument, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. 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 jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable and documented out-of-pocket expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement, any Hedging Agreement and any Bank Product Provider to enter into any Bank Product Secured Hedging Agreement and any Cash Management Agreement Provider to enter into any Secured Cash Management Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder hereunder, any Secured Hedging Agreement and any Bank ProductSecured Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders the Hedging Agreement Providers and the Bank Product Provider Cash Management Agreement Providers as follows: each Each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent, the Lenders, the Hedging Agreement Providers and the any Cash Management Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder hereunder, under any Secured Hedging Agreement or under any Bank ProductSecured Cash Management Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, Secured Parties or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders Secured Parties in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the BorrowerBorrower arising in connection with this Credit Agreement, the other Credit Documents, any Secured Hedging Agreement or any Secured Cash Management Agreement, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law Applicable Law (whether federal or state and including, without limitation, the Bankruptcy CodeLaws).

The Guaranty. In order to induce the Lenders to enter into this Credit 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 Company from the Extensions of Credit hereunder and any Bank Producthereunder, each of the Guarantors Company hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor the Company hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Foreign Borrowers to the Administrative Agent and the Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor the Company unconditionally promises to pay such indebtedness 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty Borrower Obligations of timely payment and not of collectionthe Foreign Borrowers. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerForeign Borrowers, including specifically all Credit Party ObligationsBorrower Obligations of the Foreign Borrowers, arising in connection with this Agreement, Credit Agreement or the other Credit Documents or any Bank ProductDocuments, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the applicable Foreign Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor the Company shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state state, federal or federal provincial law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor the Company hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal federal, state or state provincial and including, without limitation, the Bankruptcy Code).

The Guaranty. 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 Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Agent and the Lenders, including, without limitation, all obligations of the Borrower under Hedging Agreements. If any or all of the indebtedness of the Borrower to the Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product 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 Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower owed to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agent, the Lenders or the Lenders Hedging Agreement Providers in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrower and the Guarantors, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceableenforceable. Notwithstanding any provision to Each Guarantor, the contrary contained herein or in any other Administrative Agent and each Lender hereby confirms that it is the intention 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, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then all such Persons that this Guaranty and the obligations of each such Guarantor hereunder not constitute a fraudulent transfer or conveyance for the purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount that is permissible as will result in the obligations of such Guarantor under applicable law (whether federal this Guaranty not constituting a fraudulent transfer or state and including, without limitation, the Bankruptcy Code)conveyance.

The Guaranty. 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 Loans and Letters of Credit hereunder and any Bank Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower to the Administrative Agent and the Lenders and all other Obligations of the Borrower and the other Credit Party ObligationsParties hereunder. If any or all of the indebtedness of the Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 10 in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product 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 Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower owed to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agent, the Lenders or the Lenders Hedging Agreement Providers in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrower and the Guarantors, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding anything herein or in any other Credit Document to the contrary, the Guaranty provided hereunder is a guaranty of 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, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy CodeCode or its non-U.S. equivalent).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the U.S. Guarantors from the Extensions of Credit hereunder and under any Bank ProductSecured Hedging Agreement, each of the U.S. Guarantors hereby agrees with the Administrative Agent, Agents and the Lenders and the Bank Product Provider as follows: each such U.S. Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Company to the Agents and the Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each U.S. Guarantor unconditionally promises to pay such indebtedness to the Administrative AgentAgents, the Lenders, the Bank Product Secured Hedging Agreement Providers, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agents or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty Obligations of timely payment and not of collectionthe Company. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerCompany, including specifically all Credit Party ObligationsObligations of the Company, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Company may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a U.S. Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state state, federal or federal provincial law relating to fraudulent conveyances or transfers) then the obligations of each such U.S. Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal federal, state or state provincial and including, without limitation, the Bankruptcy Code).

The Guaranty. 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 Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent and the Lenders. If any or all of the indebtedness of the Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for 76 -161- any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product 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 Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on 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 XI is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X XI in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to To induce the Lenders to enter into this Credit 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, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the such indebtedness becomes due and payable hereunder or under any Bank ProductProduct with a Bank Product Provider, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agent, the Lenders or the Lenders Bank Product Providers in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “"indebtedness” " is used in this Article X Section in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrower and the Guarantors under the Credit Documents, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductProduct with a Bank Product Provider, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy CodeCode or its non-U.S. equivalent).

The Guaranty. In order Each Guarantor hereby irrevocably and unconditionally guarantees to induce each holder from time to time of any of the Lenders to enter into this Agreement Notes, the due and punctual payment in full of (i) the principal of, the Yield-Maintenance Amount, if any, and interest on, 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 Agentother amounts due under, the Lenders Notes when and as the Bank Product Provider as follows: each Guarantor hereby unconditionally same shall become due and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, payable (whether upon maturity, at stated maturity or by required or optional prepayment or by acceleration or otherwise, of ) and (ii) any other sums which may become due under the terms and all Credit Party Obligations. If any or all provisions of the indebtedness becomes due Note Agreement and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay the Notes (all such indebtedness to obligations described in clauses (i) and (ii) above are herein called 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 Credit Party "Guaranteed Obligations"). The Guaranty set forth guaranty in this Article X the preceding sentence is a ----------------------- an absolute, present and continuing guaranty of timely payment and not of collectioncollectibility and is in no way conditional or contingent upon any attempt to collect from the Company or upon any other action, occurrence or circumstance whatsoever. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes In the event that the Company shall fail so to pay any and all advancesof such Guaranteed Obligations, debts, obligations and liabilities each Guarantor agrees to pay the same when due to the holders of the BorrowerNotes entitled thereto, including specifically all Credit Party Obligationswithout demand, arising 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, 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 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 as a consequence, direct or indirect, of (i) any breach by any Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the other Credit Documents Notes or the Note Agreement, together with all expenses resulting from the compromise or defense of any Bank Product, in each case, heretofore, now, claims or hereafter made, incurred liabilities arising as a result of any such breach or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitationsdefault, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding (ii) any provision legal action commenced to challenge the contrary contained herein or in any other validity 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, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitationthis Guaranty Agreement, the Bankruptcy Code)Notes or the Note Agreement.

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product 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 Bank ProductHedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower owed to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductHedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agent, the Lenders or the Lenders Hedging Agreement Providers in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrower and the Guarantors, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductHedging Agreement with a Hedging Agreement Provider, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy CodeCode or its non-U.S. equivalent).

The Guaranty. In order to induce the Lenders Credit Parties 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 Subsidiary Guarantors from the Extensions proceeds of Credit hereunder and any Bank Productthe Term Loans made to the Borrower hereunder, each of the Guarantors hereby agrees with the Administrative AgentSubsidiary Guarantor hereby, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally irrevocably, guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsof the Obligation. If any or all of the indebtedness Obligation becomes due and payable hereunder or under any Bank Productpayable, each Subsidiary Guarantor unconditionally unconditionally, jointly and severally, promises to pay such indebtedness Obligation to the Administrative Agent, the Lenders, the Bank Product ProvidersCredit Parties, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders each Credit Party 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 collectionObligation. The word “indebtedness” "OBLIGATION" is used in this Article X SECTION 15 in its most comprehensive sense and includes any and all advances, debts, obligations (including obligations which, but for any automatic stay under the Debtor Laws, would become due, and liabilities including interest accruing after the maturity of the Term Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, including specifically all Credit Party Obligationswhether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and obligations of the Borrower arising in connection with this Agreement, the other Credit Documents Agreement or any Bank Productother Loan Document, in each case, heretofore, now, or hereafter made, incurred incurred, or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Guaranteed Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Guarantor from the Extensions of Credit hereunder and any Bank ProductGuaranteed Hedging Agreement, each of the Guarantors Guarantor hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductGuaranteed Hedging Agreement, each the Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, Guaranteed Parties or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders Guaranteed Parties in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X Section 9 in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductGuaranteed Hedging Agreement, including specifically all Credit Party Obligations, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a the Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such the Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy CodeLaws).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Guaranteed Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Guarantor from the Extensions of Credit hereunder and any Bank ProductGuaranteed Hedging Agreement, each of the Guarantors Guarantor hereby agrees with the Administrative AgentAgents, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Agents, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductGuaranteed Hedging Agreement, each the Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, Guaranteed Parties or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders Guaranteed Parties in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X Section 9 in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductGuaranteed Hedging Agreement, including specifically all Credit Party Obligations, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a the Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such the Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. 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 Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Agent and the Lenders. If any or all of the indebtedness of the Borrower to the Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor other than the Company 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 such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. 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 Holding hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, due (whether upon maturity, by acceleration or otherwise, ) of any and all Credit Party ObligationsObligations of the Borrower (including without limitation all interest which may be payable thereon prior to or during the pendency of any insolvency or similar proceeding with respect to the Borrower). If any or all of the indebtedness becomes such Obligations become due and payable hereunder or under any Bank Producthereunder, each Guarantor Holding unconditionally promises to pay such indebtedness to the Administrative Agent, Agent on behalf of the Lenders, the Bank Product ProvidersBanks, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Banks or the Lenders Agent in collecting any of the Credit Party Obligationsindebtedness. The Guaranty set forth If the Agent or the Banks are prevented by law from accelerating any of the indebtedness in this Article X is a guaranty accordance with the terms of timely payment and not of collectionany agreement or instrument governing same, the Agent shall be entitled to receive hereunder from Holding, upon demand therefor, the sum which would have otherwise been due had such acceleration occurred. The word “"indebtedness” " is used in this Article X Section 9A in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents or any Bank ProductObligations, in each case, case heretofore, now, now or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to Without limiting the contrary contained herein or in any other generality of the Credit Documentsforegoing, to the extent the obligations Holding acknowledges that this guaranty is a guaranty of payment, not a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because guaranty of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)collection.

The Guaranty. 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 Each of the direct benefits Special Guarantors hereby irrevocably, unconditionally and severally (but not jointly) guarantees to be received by the Guarantors each holder from the Extensions time to time of Credit hereunder and any Bank Product, each of the Guarantors hereby agrees with Notes, such Special Guarantor's respective Special Pro Rata Portion of (i) the Administrative Agentdue and punctual payment in full of the principal of, Yield-Maintenance Amount or Breakage Cost Obligations, if any, interest and all other amounts due under the Lenders Notes from time to time outstanding, when and as the Bank Product Provider as follows: each Guarantor hereby unconditionally same shall become due and irrevocably jointly payable, whether at stated maturity or by required or optional prepayment or purchase, by acceleration or otherwise (including interest due on overdue payments of principal, Yield-Maintenance Amount or Breakage Cost Obligations, if any, or interest at the rate set forth in the Notes or any other amounts due thereunder) which may become due under the terms and severally guarantees as primary obligor provisions of the Notes or the Note Agreements, and not merely as surety (ii) the full and prompt payment when due, whether upon maturity, 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 Bank Product, each Guarantor unconditionally promises to pay such indebtedness 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, other obligations and liabilities of the BorrowerCompany under the Note Agreements or under any other Shelf Documents or Revolving Note Documents (collectively, including specifically the "NOTE DOCUMENTS") (all Credit Party such obligations, covenants, conditions and agreements described in the foregoing clauses (i) and (ii) being hereinafter collectively referred to as the "SPECIAL GUARANTEED OBLIGATIONS"); provided, however, that the amount of Special Guaranteed Obligations owed at any time shall be reduced, pro tanto, by the aggregate amount indefeasibly paid in cash by, or on behalf of, PEPL in respect of its Pro Rata Portion of 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, PEPL or any other guarantor of the Notes or upon any other action, occurrence or circumstance whatsoever; provided, however, in no event shall amounts paid by the Special Guarantors in respect of the Special Guaranteed Obligations be paid in duplication of amounts otherwise indefeasibly paid in cash by or on behalf of PEPL in respect of the Guaranteed Obligations, arising and if any such duplicative payment is made by a Special Guarantor, then upon written notice thereof to the holders of Notes from such Special Guarantor, which notice sets forth the amount of such overpayment, the holders of Notes shall as soon as reasonably practicable thereafter refund the amount thereof as directed in such written notice. In the event that the Company shall fail so to pay any of such Special Guaranteed Obligations, each of the Special Guarantors severally (but not jointly) agrees to pay its respective Special Pro Rata Portion of the same when due to the holders of the Notes 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 Agreements. Each default in payment of principal of, Yield-Maintenance Amount or Breakage Cost Obligations, if any, or interest or any other amounts due 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 of the Special Guarantors hereby agrees that the Notes issued in connection with the Note Agreements may make reference to this guaranty. Each of the Special Guarantors 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 as a consequence, direct or indirect, of (i) any breach by such Special Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the other Credit Documents Notes, the Note Agreements or any Bank Productother Note Document, in each case, heretofore, now, together with all expenses resulting from the compromise or hereafter made, incurred defense of any claims or created, whether voluntarily liabilities arising as a result of any such breach or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitationsdefault, and whether (ii) any legal action commenced to challenge the validity of this Guaranty Agreement, the Notes, the Note Agreements or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)Note Document.

The Guaranty. 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 ProductThe Guarantor, 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 jointly and severally guarantees as primary obligor and not merely as surety surety, hereby irrevocably and unconditionally guarantees the full and prompt punctual payment when due, (whether upon at stated maturity, by upon acceleration or otherwise) when due of all obligations of, of any and all Credit Party Obligations. If any or all amounts owing by, the Company (but not of the indebtedness becomes due and payable hereunder or Lessor) under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to the Administrative AgentLease, the LendersInvestment Agreement, 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Operative Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation: (a) all obligations to pay Rent, because Impositions, Taxes, Other Taxes, Support Expenses, the Termination Value where the Company has not elected to acquire the Facility by payment of any applicable state the Purchase Price upon the occurrence of a Cancellation Event, the Purchase Price where the Company elects to acquire the Facility, increased costs and compensation for reduced returns under Section 5.03 of the Investment Agreement, compensation under Section 5.05 of the Investment Agreement, expenses and indemnities under Section 11.03 of the Investment Agreement and all other terms and provisions of the Operative Documents and otherwise, and Yield or federal law relating interest at the Default Rate in respect of overdue Rent, Yield and all other amounts owing or payable of whatever nature, and (b) the full and punctual performance when due of all obligations and agreements of the Company to fraudulent conveyances or transfers) then in favor of the obligations of each such Guarantor hereunder shall be limited to Lessor or the maximum amount that is permissible Lease Participants under applicable law (whether federal or state the Lease, the Investment Agreement, and all other Operative Documents, including, without limitation, the Bankruptcy CodeCompany's obligation to return the Facility to the Lessor in accordance with Section 16 of the Lease if the Company has not elected to acquire the Facility (all of the foregoing obligations in clauses (a) and (b) above being referred to collectively as the "Guaranteed Obligations"; provided, that notwithstanding anything herein to the contrary, if no Cancellation Event has occurred, and the Company has elected to pay the Final Rent Payment in accordance with Section 15(a)(ii)(B) of the Lease, the Company shall have no obligation to pay the Unrecovered Lessor Investments attributable to that portion of the B Percentage Lessor Investments which constitute the Non-Recourse Amount, which under such circumstances shall not constitute a part of the Guaranteed Obligations), and agrees to pay any and all expenses (including reasonable attorneys' fees and expenses) incurred by the Lessor, the Lease Participants and their respective successors, transferees and assigns in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Lessor or the Lease Participants but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar case or proceeding involving the Company. For purposes of determining when an obligation is "due" for purposes of this Guaranty, such term shall be interpreted to mean due in accordance with the terms of this Guaranty and without regard to the amendment, modification or rejection of any Guaranteed Obligation in any bankruptcy or other reorganization case or proceeding. Unless otherwise directed in writing by Lessor, Guarantor acknowledges and agrees that, in accordance with Section 10.02 of the Investment Agreement, all payments to be made by Guarantor hereunder shall be made directly to the Administrative Agent, on behalf of the Lessor and the Lease Participants, and the Administrative Agent, in turn, will apply all of such payments so made in accordance with the applicable terms of the Operative Documents. All such payments actually received by the Administrative Agent shall constitute constructive receipt thereof by the Lessor.

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product 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 Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. 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 (a) The Guarantor hereby absolutely, continually, irrevocably and unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the prompt, full and prompt complete payment when due, whether upon at stated maturity, by upon acceleration or otherwise, and at all times thereafter, of (i)(x) the principal of and interest on the Loans made by the Lenders to, and any Notes held by the Lenders of, the Borrowers, or either of them as applicable, and (y) all other amounts from time to time owing to the Lenders, the Administrative Agent or any indemnified party by any Loan Party under the Credit Agreement, the Notes or the other Loan Documents, including without limitation all "Obligations" (as defined in the Credit Agreement), and (ii) principal, interest, fees, settlement or termination values, and all other amounts from time to time owing to any Guaranteed Creditor in respect of any Related Credit Arrangements, in each case whether direct or indirect, absolute or contingent, now existing or hereafter arising (collectively, the "Guaranteed Debt"). The Guarantor's obligations under this Guaranty are collectively referred to as the "Guarantor's Obligations". This is a guaranty of payment, not a guaranty of collection. (b) If there shall occur a default in payment or performance of any of the Guaranteed Debt, whether principal, interest, premium, fee (including, but not limited to, loan fees and attorney costs), settlement or termination value, or otherwise, when and as the same shall become due, and after expiration of any applicable grace period, whether according to the terms of the Credit Agreement or any Related Credit Arrangement, by acceleration, termination or otherwise, or upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, then the Guarantor will, upon demand thereof by the Administrative Agent or, subject to Section 1(m) hereof, any Guaranteed Creditor, fully pay to the Administrative Agent, for the benefit of the Lenders, or such Guaranteed Creditor, as applicable, an amount equal to all the applicable Guaranteed Debt then due and owing. (c) All payments by the Guarantor hereunder shall be paid in full, without setoff or counterclaim or any deduction or withholding whatsoever, including, without limitation, for any and all present and future taxes other than Excluded Taxes. In the event that the Guarantor or any Guaranteed Creditor is required by law to make any such non-excluded deduction or withholding (as a result of any change after the date hereof in any requirement for a deduction or withholding), the Guarantor agrees to pay on behalf of such Guaranteed Creditor such amount directly to the appropriate person or entity, or if the Guarantor cannot legally comply with the foregoing, the Guarantor shall pay to such Guaranteed Creditor such additional amounts as will result in the receipt by such Person of the full amount payable hereunder. The Guarantor shall be entitled to refunds of amounts paid pursuant hereto to the extent permitted by Section 3.01(e) of the Credit Agreement. The Guarantor shall promptly provide such Guaranteed Creditor with evidence of payment of any such amount made on such Person's behalf. (d) The Guarantor waives notice of the acceptance of this Guaranty and of the extension or incurrence of the Guaranteed Debt or any part thereof. The Guarantor further waives all setoffs and counterclaims and presentment, protest, notice (other than notices specifically required in the Loan Documents), filing of claims with a court in the event of receivership, bankruptcy or reorganization of the Borrowers, or either of them as applicable, demand or action on delinquency in respect of the Guaranteed Debt or any part thereof, including any right to require any Guaranteed Creditor to xxx the Borrowers, or either of them as applicable, any other guarantor or any other Person obligated with respect to the Guaranteed Debt or any part thereof, or otherwise to enforce payment thereof against any collateral securing the Guaranteed Debt or any part thereof. The Guarantor hereby guarantees that the Guarantor's Obligations will be paid in Dollars (except to the extent that any Obligation is required to be paid in euro, the Guarantor shall pay such Obligation in euro) in same day funds at the Administrative Agent's Office, on behalf of the applicable Guaranteed Creditor, or with respect to demands permitted to be made directly by any Guaranteed Creditor hereunder, at the applicable office of such Guaranteed Creditor, as the case may be, regardless of any law, regulation or decree now or hereafter in effect that might in any manner affect the Guaranteed Debt, or the rights of the Guaranteed Creditors with respect thereto as against any Loan Party, or cause or permit to be invoked any alteration in the time, amount or manner of payment by any Loan Party Obligations. If of any or all of the indebtedness becomes Guaranteed Debt. Payment obligations under this Guaranty shall not be discharged by an amount paid in any currency other than Dollars or euro, as the case may be, whether pursuant to judgment or otherwise. To the extent that a judgment is given in respect of any amount due hereunder in currency other than the currency in which the obligation subject to the judgment was originally denominated, the provisions of Section 8.04 of the Credit Agreement shall apply. (e) The Guarantor hereby agrees that, to the fullest extent permitted by law, its obligations hereunder shall be continuing, absolute and payable hereunder or unconditional under any Bank Productand all circumstances and not subject to any reduction, limitation, impairment, termination, defense (other than irrevocable payment in full of the Guaranteed Debt), setoff, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by it to the fullest extent permitted by law), whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise. The validity and enforceability of this Guaranty shall not be impaired or affected by any of the following to the extent permitted by law: (i) any extension, amendment, modification or renewal of, or indulgence with respect to, or substitution for, the Guaranteed Debt or any part thereof or any agreement relating thereto at any time; (ii) any failure or omission to perfect or maintain any lien on, or preserve rights to, any security or collateral or to enforce any right, power or remedy with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Debt or any part thereof; (iii) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (iv) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Debt or any part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any other obligations of any person or entity with respect to the Guaranteed Debt or any part thereof; (v) the enforceability or validity of the Guaranteed Debt or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (vi) the application of payments received from any source (other than the Guarantor) to the payment of indebtedness other than the Guaranteed Debt, any part thereof or amounts that are not covered by this Guaranty even though the Guaranteed Creditors might lawfully have elected to apply such payments to any part or all of the Guaranteed Debt or to amounts that are not covered by this Guaranty; (vii) any change of ownership of any Loan Party or the insolvency, bankruptcy or any other change in the legal status of any Loan Party; (viii) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Debt; (ix) the failure of any Loan Party to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Debt or this Guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Debt or this Guaranty; (x) the existence of any claim, setoff or other rights which the Guarantor may have at any time against any Loan Party, any other guarantor in connection herewith or with any unrelated transaction or any other Person in connection herewith; (xi) the Guaranteed Creditors' election, in any case or proceeding instituted under chapter 11 of the United States Bankruptcy Code, of the application of Section 1111(b)(2) of the United States Bankruptcy Code or any comparable provision applicable to the Dutch Borrower or its assets or operations under any applicable Debtor Relief Laws; (xii) any borrowing, use of cash collateral, or grant of a security interest by any Loan Party as debtor in possession, under Section 363 or 364 of the United States Bankruptcy Code or any comparable provision applicable to the Dutch Borrower or its assets or operations under any applicable Debtor Relief Laws; (xiii) the disallowance of all or any portion of any of the Guaranteed Creditors' claims for repayment of the Guaranteed Debt under Section 502 or 506 of the United States Bankruptcy Code or any comparable provision applicable to the Dutch Borrower or its assets or operations under any applicable Debtor Relief Laws; or (xiv) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of the Guarantor from its obligations hereunder (other than irrevocable payment in full of the Guaranteed Debt), in each case above, all whether or not the Guarantor unconditionally promises shall have had notice or knowledge of any act or omission referred to pay in the foregoing clauses (i) through (xiv) of this paragraph. It is agreed that the Guarantor's liability hereunder is independent of any other guaranties or other similar obligations at any time in effect with respect to the Guaranteed Debt or any part thereof and that the Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such indebtedness other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by any Loan Party of the Guaranteed Debt in the manner agreed upon among the Guaranteed Creditors and such Loan Party. (f) Credit may be granted or continued from time to time by the Guaranteed Creditors to the Borrowers, or either of them as applicable, without notice to or authorization from the Guarantor regardless of any Loan Party's financial or other condition at the time of any such grant or continuation. No Guaranteed Creditor shall have an obligation to disclose or discuss with the Guarantor its assessment of the financial condition of any Loan Party. (g) Until (but only upon) the irrevocable payment in full of the Guaranteed Debt and the termination of all commitments of the Lenders to make Credit Extensions and all commitments of any other Guaranteed Creditors to make Related Credit Arrangements which could give rise to any Guaranteed Debt, (i) the Guarantor shall have no right of subrogation, contribution or similar rights with respect to the Guaranteed Debt, (ii) the Guarantor hereby waives any right to enforce any remedy which any Guaranteed Creditor now has or may hereafter have against the Borrowers, or either of them as applicable, any endorser or any other guarantor of all or any part of the Guaranteed Debt, and (iii) the Guarantor hereby waives any benefit of, and any right to participate in, any security or collateral given to any Guaranteed Creditor to secure payment of the Guaranteed Debt or any part thereof or any other liability of the Borrowers, or either of them as applicable, to any Guaranteed Creditor. If any amounts are paid to the Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Lenders or such other Guaranteed Creditor, as applicable, and shall forthwith be paid by the Guarantor to the Administrative AgentAgent for the benefit of the Lenders or such other Guaranteed Creditor, as applicable, for application to the Guaranteed Debt, if any, then due and owing. (h) Except as specifically otherwise provided in the Loan Documents, the LendersGuarantor authorizes each Guaranteed Creditor to take any action or exercise any remedy in good faith with respect to any collateral from time to time securing the Guaranteed Debt, which the Bank Product ProvidersGuaranteed Creditors in their sole discretion shall determine, without notice to the Guarantor. (i) In the event the Guaranteed Creditors in their sole discretion elect to give notice of any action with respect to any collateral securing the Guaranteed Debt or their respective orderany part thereof, on demandten days' written notice mailed to the Guarantor by ordinary mail at its address referred to in Section 4 shall be deemed reasonable notice of any matters contained in such notice. The Guarantor consents and agrees that no Guaranteed Creditor shall be under any obligation to marshal any assets in favor of the Guarantor or against or in payment of any or all of the Guaranteed Debt. (j) In the event that acceleration of the time for payment of any of the Guaranteed Debt is stayed upon the insolvency, together with bankruptcy or reorganization of any and Loan Party all reasonable expenses which may such amounts shall nonetheless be incurred payable by the Guarantor during the continuance of an Event of Default forthwith upon demand by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligationssuch other Guaranteed Creditor. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit DocumentsGuarantor further agrees that, to the extent that any Loan Party makes a payment or payments to any of the obligations Guaranteed Creditors on the Guaranteed Debt, or any Guaranteed Creditor receives any proceeds of a Guarantor shall be adjudicated collateral or any other guaranty securing the Guaranteed Debt, which payment or receipt of proceeds or any part thereof is subsequently invalidated, declared to be invalid fraudulent or unenforceable for preferential, set aside or required to be returned or repaid to any reason (includingLoan Party, without limitationits estate, because of trustee, receiver, debtor in possession or any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and other party, including, without limitation, the Bankruptcy Code)Guarantor, under any insolvency or bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment, return or repayment, the Guaranteed Debt or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date when such initial payment, reduction or satisfaction occurred as if such payment, reduction or satisfaction had never occurred. (k) No delay on the part of any Guaranteed Creditor in the exercise of any right, power or remedy shall operate as a waiver thereof, and no single or partial exercise by any Guaranteed Creditor of any right, power or remedy shall preclude any further exercise thereof; nor shall any amendment, supplement, modification or waiver of any of the terms or provisions of this Guaranty be binding upon the Guaranteed Creditors, except as set forth in Section 10.01 of the Credit Agreement or as otherwise expressly set forth in a writing duly signed and delivered on the Lenders' behalf by the Administrative Agent with the consent of the Required Lenders or all of the Lenders, as the case may be, in each case as required by Section 10.01

The Guaranty. 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 ProductLoans hereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrowers to the Administrative Agent and the Lenders and all other Obligations of the Borrowers and the other Credit Party ObligationsParties hereunder (excluding in the case of Penton USA, in its capacity as a Guarantor, any obligations of Penton USA under this Credit Agreement or the Notes, in its capacity as a Borrower). If any or all of the indebtedness of the Borrowers to the Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and the Lenders, the Bank Product Providers, 78 84 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 collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 10 in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrowers arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Borrowers may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. 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 Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders Security Trustee and the Bank Product Provider Lenders as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent, the Security Trustee and the Lenders. If any or all of the indebtedness of the Borrower to the Administrative Agent, the Security Trustee and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Security Trustee and 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 Agent, the Security Trustee 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 collectionindebtedness. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank ProductHedging Agreement executed in connection herewith, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. 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 Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Agent and the Lenders. If any or all of the indebtedness of the Borrower to the Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit 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 ProductLoans hereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor Each of the Guarantors hereby unconditionally and irrevocably irrevocably, jointly and severally guarantees as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower to the Administrative Agent and the Lenders and the performance of all of the obligations of the Credit Party Parties under this Credit Agreement and each of the other Credit Documents, in each case strictly in accordance with the terms thereof (the “Guaranteed Obligations”). If any or all of the indebtedness of the Borrower to the Administrative Agent or the Lenders becomes due and payable hereunder or under any Bank Productas a result of an Event of Default, each Guarantor unconditionally promises to pay pay, without duplication, such indebtedness to Guaranteed Obligations to, or upon the order of, the Administrative Agent, Agent and the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which that may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Guaranteed Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word words “indebtednessGuaranteed Obligations” is are used in this Article X Section 11 in its their most comprehensive sense and includes any and all advances, debts, obligations obligations, and liabilities of the Borrower, including specifically all Borrower arising out of this Credit Party Obligations, arising in connection with this Agreement, Agreement or the other Credit Documents or any Bank ProductDocuments, in each case, heretofore, now, or hereafter made, incurred incurred, or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. 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 Holdings from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans, Holdings hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider as follows: each Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Lenders under this Agreement and the other Loan Documents. If any or all of the indebtedness of the Borrower to the Lenders becomes due and payable hereunder or under any Bank Productsuch other Loan Documents, each Guarantor Holdings unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on order of 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 collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 10 in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents Agreement or any Bank Productother Loan Documents, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order (a) Subject 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 limitation 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 AgentSection 1(b), the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, due and payable (whether upon maturity, by acceleration or otherwise, ) of the obligations of the Borrower (including without limitation all interest which may be payable thereon prior to or during the pendency of any insolvency or similar proceeding with respect to the Borrower) with respect to payment of the indebtedness under the Amended and all Credit Party Restated Reducing Note Facility Agreement as evidenced by the notes executed pursuant to the terms of the Amended and Restated Reducing Note Facility Agreement and letters of credit under the Amended and Restated Reducing Note Facility Agreement (the “Guarantied Obligations”). If any or all of the indebtedness becomes such Guarantied Obligations become due and payable hereunder or under any Bank Productpayable, each the Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent on behalf of the Lenders, the Bank Product ProvidersLender, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Lender or the Lenders Agent in collecting any of the Credit Party indebtedness which is part of the Guarantied Obligations, subject to the terms of Section 1(b). The Guaranty set forth If the Agent or the Lender are prevented by law from accelerating any of the indebtedness in this Article X is a guaranty accordance with the terms of timely payment and not of collectionany agreement or instrument governing same, the Agent shall be entitled to receive hereunder from the Guarantor, upon demand therefor, the sum which would have otherwise been due had such acceleration occurred. The word “indebtedness” is used in this Article X Agreement in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Borrower which are part of the Guarantied Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, case heretofore, now, now or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to Without limiting the contrary contained generality of the foregoing, the Guarantor acknowledges that this guaranty is a guaranty of payment, not a guaranty of collection. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Credit DocumentsGuarantor hereunder and under the other Loan Documents (said maximum liability, its “Maximum Guarantied Amount”) shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the extent insolvency of debtors. (c) The Guarantor agrees that the obligations indebtedness may at any time and from time to time exceed the Maximum Guarantied Amount without impairing this Agreement or affecting the rights and remedies of a the Agent and the Lender hereunder; provided that under no circumstance shall the liability of the Guarantor exceed the Maximum Guarantied Amount. (d) No payment or payments made by the Borrower, any other guarantor or any other Person or received or collected by the Agent or any Lender from the Borrower, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time in reduction of or in payment of the indebtedness shall be adjudicated deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment or payments other than payments made to the Agent by the Guarantor or payments received or collected by the Agent from the Guarantor, remain liable for the indebtedness up to its Maximum Guarantied Amount until the indebtedness is indefeasibly paid in full; provided that all such payments are applied to the Guarantied Obligations. (e) Notwithstanding any other provision of this Agreement, the Guarantor and the Agent agree that payments made to the Guarantor, FC Investment Holdings Corporation (“FCIH”) or FirstCity Servicing Corporation pursuant to Section 5.3 of the Amended and Restated Reducing Note Facility Agreement are not in violation of this Agreement, and that no such payment shall increase the liability of Guarantor to pay the Guarantied Obligations, nor shall any such payment be required to be invalid returned, paid or unenforceable delivered to the Agent 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 such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)reason.

The Guaranty. In order The Parent hereby irrevocably and unconditionally guarantees to induce each holder from time to time of any of the Lenders Notes, the due and punctual payment in full of (i) the principal of, Yield-Maintenance Amount, if any, and interest on (including without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to enter into this Agreement the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) 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 Agentother amounts due under, the Lenders Notes when and as the Bank Product Provider as follows: each Guarantor hereby unconditionally same shall become due and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, payable (whether upon maturity, at stated maturity or by DAL02:222894.12 002328 36 required or optional prepayment or by acceleration or otherwise, of ) and (ii) any other sums which may become due under the terms and all Credit Party Obligations. If any or all provisions of the indebtedness becomes due Notes (all such obligations described in clauses (i) and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness to (ii) above are herein called 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 Credit Party "Guaranteed Obligations"). The Guaranty set forth guaranty in this Article X the preceding sentence is a an absolute, present and continuing guaranty of timely payment and not of collectioncollectibility and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, the Parent agrees to pay the same when due to the holders of the Notes 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 this Agreement. Each default in payment of principal of, Yield- Maintenance Amount, if any, or interest on any Note shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The word “indebtedness” is used in this Article X in its most comprehensive sense Parent hereby agrees to pay and includes any to indemnify and all advances, debts, obligations and liabilities save the holders of the BorrowerNotes harmless from and against any damage, loss, cost or expense (including specifically all Credit Party Obligationsattorneys' fees) which such holder may incur or be subject to as a consequence, arising in connection with this Agreementdirect or indirect, of (i) any breach by the other Credit Documents Parent of any warranty, covenant, term or any Bank Product, in each case, heretofore, nowcondition in, or hereafter madethe occurrence of any default under, incurred this paragraph 11, together with all expenses resulting from the compromise or created, whether voluntarily defense of any claims or involuntarily, absolute liabilities arising as a result of any such breach or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitationsdefault, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding (ii) any provision legal action commenced to challenge the contrary contained herein or in any other validity 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, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)this paragraph 11.

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product 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 Bank ProductHedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor of the Guarantors hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower owed to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductHedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agent, the Lenders or the Lenders Hedging Agreement Providers in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrower and the Guarantors, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductHedging Agreement with a Hedging Agreement Provider, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy CodeCode or its non-U.S. equivalent).

The Guaranty. 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 Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and the Lenders, the Bank Product Providers, or their respective order, on 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 XI is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X XI in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, Agreement or the other Credit Documents or any Bank ProductDocuments, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. 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 Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably Subject to the provisions of Section 10.2(a), the Guarantors jointly and severally guarantees as primary obligor hereby irrevocably and not merely as surety unconditionally guarantee to the Lenders the due and punctual payment in full and prompt payment of all Credit Party Obligations when the same shall become due, whether upon at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code) (collectively, the “Guaranteed Obligations”, and such guarantee, the “Guaranty”). The Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any and all Credit Party Obligations. If other right which the Lenders or the Administrative Agent may have at law or in equity against any or all Guarantor by virtue hereof, that upon the failure of the indebtedness becomes due and payable hereunder Borrower or under any Bank Product, each Guarantor unconditionally promises other Loan Party to pay such indebtedness any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), the Guarantors will upon demand pay, or cause to be paid, in cash, to the Administrative Agent, an amount equal to 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 sum of the Credit Party unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for the filing of a petition in bankruptcy with respect to the Borrower or such other Loan Party, would have accrued on such Guaranteed Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank Product, 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 a claim is allowed against the Borrower or such indebtedness is other Loan Party for such interest in the related bankruptcy proceeding) and all other Guaranteed Obligations then due and owing to the Lenders as aforesaid. All such payments shall be applied promptly from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly in accordance with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)this Agreement.

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the U.S. Guarantors from the Extensions of Credit hereunder and any Bank ProductSecured Hedging Agreement, each of the U.S. Guarantors hereby agrees with the Administrative Agent, Agents and the Lenders and the Bank Product Provider as follows: each such U.S. Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Company to the Administrative Agent, the Canadian Agent and the Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each U.S. Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Secured 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 Obligations of timely payment and not of collectionthe Company. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerCompany, including specifically all Credit Party ObligationsObligations of the Company, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower 120 Company may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a U.S. Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state state, federal or federal provincial law relating to fraudulent conveyances or transfers) then the obligations of each such U.S. Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal federal, state or state provincial and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product 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 Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order (a) Parent hereby unconditionally and irrevocably guarantees 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, for the ratable benefit of the Administrative Agent and the Lenders (including the Issuing Lender and the Bank Product Provider Swingline Lender in their capacities as follows: each Guarantor hereby unconditionally such, and irrevocably jointly including any Lender in its capacity as a counterparty to any Hedge Agreement with the Borrower required or permitted hereunder) and severally guarantees as primary obligor their respective successors, indorsees, transferees and not merely as surety assigns, the full prompt and prompt complete payment and performance by the Borrower of the Obligations when due, due (whether upon at the stated maturity, by acceleration or otherwise, of ). (b) Parent further agrees to pay any and all Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Productexpenses (including, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agentwithout limitation, the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable fees and expenses which of counsel actually incurred) that may be paid or incurred by the Administrative Agent or the Lenders any Lender in collecting enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes Obligations and/or enforcing any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection rights with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, nowrespect to, or hereafter madecollecting against, incurred Parent under this Section 11.1. This Section 11.1 shall remain in full force and effect until the Obligations are paid in full in cash, all Letters of Credit have expired or createdterminated and the Commitments have been terminated, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is notwithstanding that from time to time reduced, or extinguished and thereafter increased or incurred, whether prior thereto the Borrower may be liable individually free from any Obligations. (c) No payment or jointly with otherspayments made by the Borrower or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, whether at any time or not recovery upon such indebtedness may from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or hereafter become barred by any statute otherwise affect the liability of limitationsParent hereunder, and whether Parent shall, notwithstanding any such payment or not such indebtedness may payments, remain liable hereunder for the Obligations until the Obligations are paid in full in cash, all Letters of Credit have expired or terminated and the Commitments have been terminated. (d) Parent agrees that all payments required to be or hereafter become otherwise unenforceable. Notwithstanding any provision made by it hereunder will be made to the contrary contained herein Administrative Agent without set-off or counterclaim in any other accordance with the terms 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, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code)Obligations.

The Guaranty. 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 Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent and the Lenders. If any or all of the indebtedness of the Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and the Lenders, the Bank Product Providers, or their respective on 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 collectionindebtedness. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents or any Bank Productincluding, without limitation, Hedging Obligations permitted hereunder, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any 111 statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product 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 Bank ProductSecured Hedging Agreement, each of the Guarantors (which as previously indicated herein includes the Parnet) hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower to the Administrative Agent, the Lenders and the Hedging Agreement Providers arising in connection with this Credit Party ObligationsAgreement, the other Credit Documents or any Secured Hedging Agreement. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product 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 Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower owed to the Administrative Agent, the Lenders and the Hedging Agreement Providers pursuant to the Credit Party Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable and documented expenses which may be incurred by the Administrative Agent Agent, the Lenders or the Lenders Hedging Agreement Providers in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrower and the Guarantors, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding anything herein or in any other Credit Document to the contrary, the Guaranty provided hereunder is a guaranty of 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, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy CodeCode or its non-U.S. equivalent).

The Guaranty. In order to induce the Lenders Credit Parties to enter into this Agreement and any Bank Product Provider to enter into any Bank Product agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Subsidiary Guarantors from the Extensions proceeds of Credit hereunder and any Bank Productthe Borrowings made to Borrower hereunder, each of the Guarantors hereby agrees with the Administrative AgentSubsidiary Guarantor hereby, the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally irrevocably, guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsof the Obligation. If any or all of the indebtedness Obligation becomes due and payable hereunder or under any Bank Productpayable, each Subsidiary Guarantor unconditionally unconditionally, jointly and severally, promises to pay such indebtedness Obligation to the Administrative Agent, the Lenders, the Bank Product ProvidersCredit Parties, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders each Credit Party 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 collectionObligation. The word “indebtedness” "OBLIGATION" is used in this Article X SECTION 15 in its most comprehensive sense and includes any and all advances, debts, obligations (including obligations which, but for any automatic stay under the Debtor Laws, would become due), and liabilities obligations of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the other Credit Documents agreement or any Bank Productother Loan Document, in each case, heretofore, now, or hereafter made, incurred incurred, or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any CREDIT AGREEMENT 74 statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. (a) In order to induce the Lenders Administrative Agent, the Purchasers and the Purchaser Agents to enter into this Agreement and any Bank Product Provider Hedge Counterparty to enter into any Bank Product and to extend credit hereunder and thereunder Hedge Transaction and in recognition of the direct benefits to be received by the Guarantors Guarantor from the Extensions of Credit hereunder and any Bank ProductBorrower Guaranty, each of the Guarantors Guarantor hereby agrees with the Administrative Agent, on behalf of the Lenders and the Bank Product Provider Secured Parties as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Aggregate Unpaids (the “Guaranteed Obligations”). If any or all of the indebtedness becomes due and payable hereunder or under any Bank Producthereunder, each the Guarantor unconditionally promises to deposit (or cause to be deposited) into the Collections Account sufficient funds to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on demand, Guaranteed Obligations together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders any other Secured Party in collecting any of the Credit Party Guaranteed Obligations. The Guaranty set forth in this Article X XIV is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X XIV in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Guaranteed Obligations, arising in connection with this Agreement, the other Credit Documents Agreement or any Bank Productother Transaction Document, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. . (b) Notwithstanding any provision to the contrary contained herein or in any other of the Credit Transaction Documents, to the extent the obligations of a the Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such the Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit 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 ProductLoans hereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor Each of the Guarantors hereby unconditionally and irrevocably irrevocably, jointly and severally guarantees as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower to the Administrative Agent and the Lenders and the performance of all of the Credit Party Obligations, in each case strictly in accordance with the terms thereof (the “Guaranteed Obligations”). If any or all of the indebtedness of the Borrower to the Administrative Agent or the Lenders becomes due and payable hereunder or under any Bank Productas a result of an Event of Default, each Guarantor unconditionally promises to pay pay, without duplication, such indebtedness to Guaranteed Obligations to, or upon the order of, the Administrative Agent, Agent and the Lenders, the Bank Product Providers, or their respective order, on demand, together with any and all reasonable expenses which that may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Guaranteed Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word words “indebtednessGuaranteed Obligations” is are used in this Article X Section 11 in its their most comprehensive sense and includes any and all advances, debts, obligations obligations, and liabilities of the Borrower, including specifically all Borrower arising out of this Credit Party Obligations, arising in connection with this Agreement, Agreement or the other Credit Documents or any Bank ProductDocuments, in each case, heretofore, now, or hereafter made, incurred incurred, or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order The Guarantor hereby guarantees to induce each Lender, each Issuing Bank, the Lenders to enter into this Agreement Administrative Agent and any Bank Product Provider to enter into any Bank Product their respective successors and to extend credit hereunder assigns the prompt payment in full of all unpaid principal of and thereunder and in recognition interest on (including, without limitation, interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other Obligations of each Borrower to the Administrative Agent, any Issuing Bank or any Lender, whether direct benefits or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any Letter of Credit, any other Loan Document or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel to the Administrative Agent, any Issuing Bank or any Lender that are required to be received paid by the Guarantors from Borrowers pursuant hereto) or otherwise, in each case strictly in accordance with the Extensions express terms hereof (such obligations of Credit hereunder each Borrower being herein collectively called, in respect of such Borrower, the "GUARANTEED OBLIGATIONS"), and agrees to pay any Bank Productand all expenses (including, each without limitation, reasonable fees and expenses of the Guarantors hereby agrees with counsel) incurred by the Administrative Agent, the Issuing Banks or the Lenders and in enforcing any rights under this Article XI. Without limiting the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all generality of the indebtedness becomes due foregoing, the Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and payable hereunder or under any Bank Product, each Guarantor unconditionally promises to pay such indebtedness would be owed by a Borrower 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 Issuing Banks or the Lenders under this Agreement and the other Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Borrower. In addition, the Guarantor hereby further agrees, as an independent obligation, that, if a Borrower fails to pay in collecting full when expressed to be due (whether at stated maturity, upon acceleration or optional prepayment or otherwise) any of the Credit Party Obligations. The Guaranty set forth Guaranteed Obligations strictly in this Article X is a guaranty accordance with the express terms hereof, the Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of timely any extension of time of payment and not or renewal of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Guaranteed Obligations, arising the same will be paid in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated full when expressed 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 such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law due (whether federal at stated maturity, upon acceleration or state and including, without limitation, optional prepayment or otherwise) in accordance with the Bankruptcy Code)terms of such extension or renewal.

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product 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 Bank ProductHedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower owed to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductHedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agent, the Lenders or the Lenders Hedging Agreement Providers in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrower and the Guarantors, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductHedging Agreement with a Hedging Agreement Provider, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceableenforceable. Notwithstanding any provision to Each Guarantor, the contrary contained herein or in any other Administrative Agent and each Lender hereby confirms that it is the intention 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, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then all such Persons that this Guaranty and the obligations of each such Guarantor hereunder not constitute a fraudulent transfer or conveyance for the purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount that is permissible as will result in the obligations of such Guarantor under applicable law (whether federal this Guaranty not constituting a fraudulent transfer or state and including, without limitation, the Bankruptcy Code)conveyance.

The Guaranty. In order to induce the Lenders Banks 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 Guarantor from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans, the Guarantor hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Banks as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Banks. If any or all of the indebtedness of the Borrower to the Banks becomes due and payable hereunder or under any Bank Producthereunder, each the Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product ProvidersBanks, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Senior Managing Agents or the Lenders Banks 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 collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 13 in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the Agreement and any other Credit Documents or any Bank ProductDocument, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit 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 Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby to unconditionally and irrevocably jointly and severally guarantees guarantee as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent and the Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, Credit Agreement or the other Credit Documents or any Bank ProductDocuments, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law Applicable Law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders Banks 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 Holdings from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans, Holdings hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Secured Creditors as follows: each Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower to the Banks under this Agreement and the other Credit Party ObligationsDocuments and under each Interest Rate Protection or Other Hedging Agreement. If any or all of the indebtedness of the Borrower to the Banks becomes due and payable hereunder or under any Bank Productsuch other Credit Documents or Interest Rate Protection or Other Hedging Agreements, each Guarantor Holdings unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product ProvidersSecured Creditors, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders Banks 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 collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 13 in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the Agreement or any other Credit Documents or under any Bank ProductInterest Rate Protection or Other Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders Banks 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 Holdings from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Banks as follows: each Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower to the Banks under this Agreement and the other Credit Party ObligationsDocuments and under each Interest Rate Protection or Other Hedging Agreement entered into by a Bank or an affiliate of a Bank with the Borrower. If any or all of the indebtedness of the Borrower to the Banks becomes due and payable hereunder or under any Bank Productsuch other Credit Documents or Interest Rate Protection or Other Hedging Agreements, each Guarantor Holdings unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product ProvidersBanks, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders Banks 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 collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 13 in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the Agreement or any other Credit Documents or under any Interest Rate Protection or Other Hedging Agreement with a Bank Productor an affiliate of the Bank, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Agreement and with the Borrower or any Bank Product Provider to enter into any Bank Product of its Domestic Subsidiaries and to extend credit hereunder and thereunder hereunder, and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder and any Bank ProductLoans hereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to Administrative Agent, and the Lenders. If any or all of the indebtedness of the Borrower to Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and 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 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 collectionindebtedness. The word “indebtedness” is used in this Article X Section 14 in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, or the other Credit Documents or any Bank ProductFinancing Agreements, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. The Guaranty set forth in this Section 14 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 DocumentsFinancing Agreements, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the United States Bankruptcy Code).

The Guaranty. 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 Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrowers to the Administrative Agent and the Lenders. If any or all of the indebtedness of the Borrowers to the Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and the Lenders, the Bank Product Providers, or their respective on order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the 108 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 collectionsuch indebtedness. The word “"indebtedness” " is used in this Article X XIII in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the BorrowerBorrowers arising under any Credit Document, including specifically all Credit Party Obligationsincluding, arising in connection with this Agreementwithout limitation, the other Credit Documents or any Bank ProductHedging Agreements permitted hereunder, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the either Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Loan Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Guaranteed Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors Guarantor from the Extensions of Credit hereunder and any Bank ProductGuaranteed Hedging Agreement, each of the Guarantors Guarantor hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Hedging Agreement Providers as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductGuaranteed Hedging Agreement, each the Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, Guaranteed Parties or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders Guaranteed Parties in collecting any of the Credit Loan Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X Section 9 in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Loan Agreement, the other Credit Loan Documents or any Bank ProductGuaranteed Hedging Agreement, including specifically all Loan Party Obligations, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Loan Documents, to the extent the obligations of a the Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such the Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Codebankruptcy laws).

The Guaranty. In order to induce the Lenders Banks 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 Company from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans, the Company hereby agrees with the Administrative Agent, the Lenders Agent and the Bank Product Provider Banks as follows: each Guarantor the Company hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of each Borrowing Subsidiary to the Agent or the Banks. If any or all of the indebtedness of a Borrowing Subsidiary to the Agent or the Banks becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor the Company unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, Agent or their respective order, Banks on demand. The word "indebtedness" as used in this Section 11 includes, together with without limitation, any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advancesLoans, debtsfees, expenses, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, each Borrowing Subsidiary arising in connection with this Agreement, the Agreement and any other Credit Documents or any Bank ProductDocument, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarilyinvolun- tarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter there after increased or incurred, whether the Borrower such Borrowing Subsidiary may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit 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 Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders Collateral Agent and the Bank Product Provider Lenders as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower owed to the Administrative Agent, the Collateral Agent and/or the Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Collateral Agent the Lenders, the Bank Product Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent, the Collateral Agent or the Lenders in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrower and the Guarantors, including specifically all Credit Party Obligations, arising in connection with this Agreement, Credit Agreement or the other Credit Documents or any Bank ProductDocuments, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy CodeCode or its non-U.S. equivalent).

The Guaranty. In order to induce the Lenders Administrative Agent, the Issuing Banks and the Banks 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 Holdings from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Banks as follows: each Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrowers to the Guaranteed Creditors under this Agreement and the other Credit Party ObligationsDocuments and all Interest Rate Protection Agreement or Other Hedging Agreements entered into by a Guaranteed Creditor or a Lending Affiliate of a Guaranteed Creditor. If any or all of the indebtedness of the Borrowers to the Guaranteed Creditors becomes due and payable hereunder or under any Bank Productsuch other Credit Documents or Interest Rate Protection Agreement or Other Hedging Agreements, each Guarantor Holdings unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective orderBanks, on demand, together with any and all reasonable out-of-pocket expenses which may be incurred by the Administrative Agent or the Lenders Banks 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 collectionindebtedness. The word “"indebtedness” " is used in this Article X Section 12 in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrowers arising in connection with this Agreement, the Agreement or any other Credit Documents or under any Bank ProductInterest Rate Protection Agreement or Other Hedging Agreement with a Guaranteed Creditor or a Lending Affiliate of a Guaranteed Creditor, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Borrowers may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit 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 Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent and the Lenders. If any or all of the indebtedness of the Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Credit Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product 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 Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, Agents and the Lenders and the Bank Product Provider as follows: each such Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Canadian Borrower to the Canadian Agent, the Administrative Agent and the Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product 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 Canadian Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “"indebtedness” " is used in this Article X XI in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Canadian Borrower, including specifically all Credit Party Canadian Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Canadian Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor would either breach any applicable law, including without limitation the Companies Act (Quebec) or shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of the provisions of the Companies Act (Quebec) or any other applicable state state, provincial or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under or would not otherwise breach applicable law (whether federal federal, state or state provincial and including, without limitation, the Bankruptcy CodeCode and the Companies Act (Quebec)).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement, any Hedging Agreement and any Bank Product Provider to enter into any Guaranteed Hedging Agreement and any Cash Management Bank Product to enter into any Guaranteed Cash Management Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder hereunder, under any Guaranteed Hedging Agreement and under any Bank ProductGuaranteed Cash Management Agreement, each of the Guarantors hereby agrees with the Administrative Agent, Agents and the Lenders and the Bank Product Provider as follows: each such Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Canadian Borrower to the Agents and the Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductGuaranteed Hedging Agreement or under any Guaranteed Cash Management Agreements, each Guarantor unconditionally promises to pay such indebtedness to the Administrative AgentAgents, the Lenders, the Bank Product Hedging Agreement Providers, the Cash Management Banks, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agents or the Lenders in collecting any of the Credit Party Canadian Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article X XI in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Canadian Borrower, including specifically all Credit Party Canadian Obligations, arising in connection with this Credit Agreement, the other Credit Documents Documents, any Guaranteed Cash Management Agreement or any Bank ProductGuaranteed Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Canadian 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 becomes otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor would either breach any applicable law or shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any the provisions of applicable state state, provincial, or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under or would not otherwise breach applicable law (whether federal federal, state or state provincial, and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders Credit Parties 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 ProLogis from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors hereby agrees with the Administrative AgentBorrowings made to Subsidiary Borrowers hereunder, the Lenders and the Bank Product Provider as follows: each Guarantor hereby ProLogis hereby, unconditionally and irrevocably jointly and severally irrevocably, guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsof the Obligation of each Subsidiary Borrower (the "Guaranteed Debt"). If any or all of the indebtedness Guaranteed Debt becomes due and payable hereunder or under any Bank Productpayable, each Guarantor ProLogis unconditionally promises to pay such indebtedness Guaranteed Debt to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective orderCredit Parties, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders each Credit Party 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 collectionGuaranteed Debt. The word “indebtedness” "Guaranteed Debt" is used in this Article X Section 13 in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities (including obligations which, but for any automatic stay under Section 362(a) of the BorrowerBankruptcy Code, including specifically all Credit Party Obligationswould become due), and obligations of each Subsidiary Borrower arising in connection with this Agreement, the other Credit Documents Agreement or any Bank Productother Loan Document, in each case, heretofore, now, or hereafter made, incurred incurred, or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the any Subsidiary Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders Administrative Agent, the Issuing Bank and the Banks 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 Holdings from the Extensions of Credit hereunder and any Bank Product, each proceeds of the Guarantors Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Administrative Agent, the Lenders and the Bank Product Provider Banks as follows: each Guarantor Holdings hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower to the Guaranteed Creditors under this Agreement and the other Credit Party ObligationsDocuments and all Interest Rate Protection Agreement or Other Hedging Agreements entered into by a Guaranteed Creditor or a Lending Affiliate of a Guaranteed Creditor. If any or all of the indebtedness of the Borrower to the Guaranteed Creditors becomes due and payable hereunder or under any Bank Productsuch other Credit Documents or Interest Rate Protection Agreement or Other Hedging Agreements, each Guarantor Holdings unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Providers, or their respective orderBanks, on demand, together with any and all reasonable out-of-pocket expenses which may be incurred by the Administrative Agent or the Lenders Banks 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 collectionsuch indebtedness. The word “"indebtedness” " is used in this Article X Section 12 in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrower arising in connection with this Agreement, the Agreement or any other Credit Documents or under any Bank ProductInterest Rate Protection Agreement or Other Hedging Agreement with a Guaranteed Creditor or a Lending Affiliate of a Guaranteed Creditor, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product Secured Hedging Agreement and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Canadian Guarantors from the Extensions of Credit hereunder and any Bank ProductSecured Hedging Agreement, each of the Canadian Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Canadian Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Canadian Borrower to the Administrative Agent and the Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Canadian Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product ProvidersSecured Parties, or their respective order, on 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 Canadian Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “"indebtedness” " is used in this Article X XII in its most comprehensive sense and includes means any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Canadian Borrower arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, including specifically all Canadian Obligations, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Canadian Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Canadian Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state state, provincial or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Canadian Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal federal, state or state provincial and including, without limitation, the Bankruptcy CodeLaws).

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Bank Product Hedging Agreement Provider to enter into any Bank Product 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 Bank ProductSecured Hedging Agreement, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower owed to the Administrative Agent, the Lenders and the Hedging Agreement Providers. If any or all of the indebtedness becomes due and payable hereunder or under any Bank ProductSecured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Bank Product Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent Agent, the 110 Lenders or the Lenders Hedging Agreement Providers in collecting any of the Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the BorrowerBorrower and the Guarantors, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Bank ProductSecured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy CodeCode or its non-U.S. equivalent).

The Guaranty. 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 Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligations. If any or all of the indebtedness Credit Party Obligations becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay all of such indebtedness Indebtedness to the Administrative Agent, Agent and 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collection. The word “indebtedness” 107 114 Credit Party Obligations is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, Borrowers arising in connection with this Agreement, the other Credit Documents or any Bank Product, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower Borrowers 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 Indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).

The Guaranty. 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 Producthereunder, each of the Guarantors hereby agrees with the Administrative Agent, Agent and the Lenders and the Bank Product Provider as follows: each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Credit Party Obligationsindebtedness of the Borrower to the Administrative Agent and the Lenders. If any or all of the indebtedness of the Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder or under any Bank Producthereunder, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, Agent and 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 Credit Party Obligations. The Guaranty set forth in this Article X is a guaranty of timely payment and not of collectionindebtedness. The word “"indebtedness” " is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Agreement, the other Credit Documents or any Bank ProductHedging Agreement executed in connection herewith, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).