Common use of The Guaranty Clause in Contracts

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

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assignsGuarantors, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Obligations, including, without limitation, (i) the principal of and interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating on each Loan made to the BorrowerBorrower pursuant to the Credit Agreement, (ii) the Notes issued from time to time, including Additional Notes issued after the date hereofobligations owing under or in connection with Facility LCs, and (iii) all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to payable by the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee Credit Agreement and expenses) or otherwisethe other Loan Documents, and including, without limitation, all costs and expensesRate Management Obligations (but excluding, if anyfor the avoidance of doubt, incurred by any Holder in connection with enforcing any rights under this Guaranty all Excluded Swap Obligations) (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligationamount, and (y) such failure continuing beyond subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase AgreementCredit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection, . Each of the Guarantors hereby waives any and is all benefits and defenses under CC Section 2810 and agrees that by doing so Guarantors shall be liable even if Borrower had no way conditioned upon liability at the time of execution of any attempt of the Loan Documents or thereafter ceases to collect from be liable. Each of the Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower or Notwithstanding any other actionprovision of this Guaranty, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borroweramount guaranteed by each Guarantor hereunder shall be limited to the extent, if for any reason whatsoever the Borrower any, required so that its obligations hereunder shall fail or not be unable duly, punctually and fully subject to perform and (in the case avoidance under Section 548 of the payment 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 Guaranteed Obligations) pay parties hereto that any rights of subrogation, indemnification or contribution which such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with Guarantor may have under this Guaranty, any other Guaranteed Obligation, whether agreement or not such failure or inability applicable law shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingtaken into account.

The Guaranty. Each of the Guarantors Guarantor hereby unconditionally guarantees, jointly with the each other Guarantors Guarantor and severally, as a primary obligor and not merely as a surety, to each Holder Beneficiary and its successors, transfers and assigns, the full and punctual payment and performance when due, whether at stated maturity, upon acceleration or otherwise, of the principal of of, and Make-Whole Amount Amount, if any, and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the BorrowerCompany) the Notes issued from time to timeissued, including Additional Shelf Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement any Transaction Document and all other obligations, agreements and covenants of the Borrower Company now or hereafter existing under the Note Purchase Agreement any Transaction Document whether for principal, Make-Whole Amount, if any, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower Company under any chapter of the Bankruptcy Reform Act of 1978, as codified under Title 11 of the United States Code, and the rules promulgated thereunder (the “Bankruptcy Code”)), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder Beneficiary in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (xi) the failure by the Borrower Company to pay punctually any such amount or perform such obligation, and (yii) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower Company or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the BorrowerCompany, if for any reason whatsoever the Borrower Company shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notesany other Transaction Document, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the HoldersBeneficiaries, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.

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

The Guaranty. Each In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Secured Bank Product Obligations in recognition of the Guarantors direct benefits to be received by each Credit Agreement Party from the proceeds of the Revolving Loans and the entering into of such Secured Bank Product Obligations, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally guarantees, jointly with the other Guarantors and severally, irrevocably guarantees as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, surety the full and punctual prompt payment and performance when due, whether at stated upon maturity, upon acceleration or otherwise, of the principal any and all of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating its Relevant Guaranteed Obligations to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now Guaranteed Creditors. If any or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred Relevant Guaranteed Obligations of any Credit Agreement Party to collectively as the “Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this This Credit Agreement Party Guaranty is an absolute, irrevocable, unconditional, present and continuing a guaranty of payment and is not a guaranty of collection, . This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is no way conditioned ever made upon any attempt to collect from Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Borrower Relevant 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 any Relevant Guaranteed Party), then and in such event the respective Credit Agreement Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Party, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other actioninstrument evidencing any liability of any Relevant Guaranteed Party, occurrence and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully recovered to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with extent as if such amount had never originally been received by any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingpayee.

The Guaranty. (a) Each of the Guarantors Guarantors, unless released pursuant to Section 6.15(c) and Section 9.11, hereby unconditionally guarantees, jointly with and severally guarantees to the other Guarantors Administrative Agent and severallyeach of the holders of the Obligations, as a hereinafter provided, as primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise, of ) strictly in accordance with the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of terms thereof. The Guarantors hereby further agree that if any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the “Holders of Guaranteed Obligations”). Upon (x) Guarantors will, jointly and severally, promptly pay the failure by the Borrower to pay punctually same, without any such amount demand or perform such obligationnotice whatsoever, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the any extension of time of payment or renewal of any of the Guaranteed Obligations) pay such amounts as and when , the same shall become will be promptly paid in full when due and (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the case terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the payment other Credit Documents or Swap Contracts, if any Guarantor is deemed to have been rendered insolvent as a result of its guarantee obligations under this Section 11.01 and not to have received reasonable equivalent value in exchange therefor, then, in such an event, the liability of such Guarantor under this Section 11.01 shall be limited to the maximum amount of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case Obligations of the payment Borrower that such Guarantor may guaranty without rendering the obligations of Guaranteed Obligations) pay such Guarantor under this Section 11.01 void or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, voidable under any fraudulent conveyance or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingfraudulent transfer law.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Secured Hedge Counterparties to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the Guarantors direct benefits to be received by each Credit Agreement Party from the proceeds of the Loans, the issuance of the Letters of Credit and Bank Guaranties the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each Credit Agreement Party hereby agrees with the Lenders and the Secured Hedge Counterparties as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, surety the full and punctual prompt payment and performance when due, whether at stated upon maturity, upon acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the principal Guaranteed Creditors. For the avoidance of and Make-Whole Amount and interest on (includingdoubt, the “Relevant Guaranteed Obligations” of the U.S. Borrower include, without limitation, interest whether or not an allowable claim, accruing after all Obligations of the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts Bermuda Borrower under the Note Purchase this Agreement and all other obligations, agreements and covenants of the Borrower now such Obligations. If any or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred Relevant Guaranteed Obligations of any Credit Agreement Party to collectively as the “Guaranteed Creditors becomes due and payable hereunder, each Credit Agreement Party unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this This Credit Agreement Party Guaranty is an absolute, irrevocable, unconditional, present and continuing a guaranty of payment and is not a guaranty of collection, . This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is no way conditioned ever made upon any attempt to collect from Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Borrower Relevant 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 any Relevant Guaranteed Party), then and in such event the respective Credit Agreement Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Party, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other actioninstrument evidencing any liability of any Relevant Guaranteed Party, occurrence and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully recovered to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with extent as if such amount had never originally been received by any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingpayee.

The Guaranty. Each of the Guarantors hereby unconditionally guaranteesjointly and severally guarantees to each Lender, jointly each Affiliate of a Lender that enters into a Swap Contract with respect to the other Guarantors Loans, and severallythe Administrative Agent as hereinafter provided, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the prompt payment of the Obligations in full and punctual payment and performance when due, due after the expiration of all applicable grace or cure periods (whether at stated maturity, upon acceleration as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise, ) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether or Obligations are not an allowable claim, accruing paid in full when due after the date expiration of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or cure periods (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice and cure period, each whatsoever (except for such notices as may be specifically required by the terms of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collectionLoan Documents), and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (that in the case of the any extension of time of payment or renewal of any of the Guaranteed Obligations) pay such amounts as and when , the same will be promptly paid in full when due after the expiration of all applicable grace or cure periods (whether as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts entered into in connection with the Loans: (a) the obligations of each Guarantor under this Agreement and the other Loan Documents shall become due be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law; and (in b) the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, Obligations being guaranteed by each Guarantor will forthwith (in the case pursuant to this Article XI shall exclude all Excluded Swap Obligations of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingGuarantor.

The Guaranty. (a) Each of the Guarantors Guarantors, unless released pursuant to Section 6.15(c) and Section 9.11, hereby unconditionally guarantees, jointly with and severally guarantees to the other Guarantors Administrative Agent and severallyeach of the holders of the Obligations, as a hereinafter provided, as primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full and punctual payment and performance when due, due (whether at stated maturity, upon as a mandatory prepayment, by acceleration or otherwise, of ) strictly in accordance with the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of terms thereof. The Guarantors hereby further agree that if any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the “Holders of Guaranteed Obligations”). Upon (x) Guarantors will, jointly and severally, promptly pay the failure by the Borrower to pay punctually same, without any such amount demand or perform such obligationnotice whatsoever, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the any extension of time of payment or renewal of any of the Guaranteed Obligations) pay such amounts as and when , the same shall become will be promptly paid in full when due and (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the case terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the payment other Credit Documents or Swap Contracts, if any Guarantor is deemed to have been rendered insolvent as a result of its guarantee obligations under this Section 11.01 and not to have received reasonable equivalent value in exchange therefor, then, in such an event, the liability of such Guarantor under this Section 11.01 shall be limited to the maximum amount of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case Obligations of the payment Borrower that such Guarantor may guaranty without rendering the obligations of Guaranteed Obligations) pay such Guarantor under this Section 11.01 void or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, voidable under any fraudulent conveyance or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingfraudulent transfer law.

The Guaranty. Each of the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on following (collectively, the “Guaranteed Obligations”): (a) all Obligations, including, without limitation, (i) the principal of and interest whether or not an allowable claimon each Loan made to any Borrower pursuant to the Credit Agreement, accruing after (ii) fees on each Letter of Credit issued pursuant to the date of filing Credit Agreement, (iii) any obligations of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating Borrower to the Borrower) the Notes issued from time reimburse LC Disbursements and to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or provide cash collateral with respect to the Letters of Credit, (iv) all other fees and other amounts payable by any Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwiseLoan Documents, and all costs (v) the punctual and expensesfaithful performance, if anykeeping, incurred observance, and fulfillment by any Holder in connection with enforcing any rights under this Guaranty (each Borrower of all of the foregoing being referred agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents, and (b) all Secured Swap Obligations and Secured Banking Services Obligations; provided, however, that for any Guarantor, the Secured Swap Obligations shall not include Swap Obligations that constitute Excluded Swap Obligations with respect to collectively as such Guarantor. Without limiting the generality of the foregoing, the “Guaranteed Obligations” shall include all interest, fees and other amounts described in foregoing definition accruing during the holders from time to time pendency of the Guaranteed Obligations being referred to collectively as the “Holders any bankruptcy, insolvency, receivership or other similar proceeding, regardless of Guaranteed Obligations”)whether allowed or allowable in such proceeding. Upon (x) the failure by the any Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase relevant Loan Document, Swap Agreement or Banking Services Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and performance and is not a guaranty of collection. As used in this Guaranty, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against following terms have the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place meanings specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.below:

The Guaranty. Each of the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal following (collectively, but subject to the provisions of and Make-Whole Amount and interest on Section 5, the “Guaranteed Obligations”): (a) all Obligations, including, without limitation, (i) the principal of and interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating on each Loan made to the BorrowerBorrower pursuant to the Credit Agreement, (ii) fees on each Letter of Credit issued pursuant to the Notes issued from time to timeCredit Agreement, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants (iii) any obligations of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to reimburse LC Disbursements and subsequent to the commencement of any proceeding against or provide cash collateral with respect to Letters of Credit (“Reimbursement Obligations”), (iv) all other fees and other amounts payable by the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwiseLoan Documents, and all costs (v) the punctual and expensesfaithful performance, if anykeeping, incurred observance, and fulfillment by any Holder in connection with enforcing any rights under this Guaranty (the Borrower of all of the foregoing being referred agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents, and (b) all Swap Obligations and Banking Services Obligations; provided, however, that notwithstanding anything to collectively the contrary contained in any Loan Document, for each portion of the Guaranteed Obligations constituting a Swap Obligation, such Swap Obligation shall be guaranteed hereunder by only those Guarantors that are ECP Guarantors at the time the Swap Agreement or other agreement giving rise to such Swap Obligation was or hereafter is entered into, except to the extent (if any) that such Guarantor’s status as a Non-ECP Guarantor at such time would not legally prohibit it from making such guarantee under the Commodity Exchange Act and other applicable law; provided, further, that if at any time any Non-ECP Guarantor becomes an ECP Guarantor, the guarantee made by such Guarantor hereunder shall be deemed to be automatically amended (without any further action required by any Person) to include liability for all Secured Obligations constituting Swap Obligations existing at such time. Without limiting the generality of the foregoing, the “Guaranteed Obligations” shall include all interest, fees and other amounts described in the holders from time to time foregoing definition accruing during the pendency of the Guaranteed Obligations being referred to collectively as the “Holders any bankruptcy, insolvency, receivership or other similar proceeding, regardless of Guaranteed Obligations”)whether allowed or allowable in such proceeding. Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase relevant Loan Document, Swap Agreement or Banking Services Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and performance and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Obligations, including, without limitation, (i) the principal of and interest whether on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or not an allowable claim, accruing after the date of filing any Affiliate of any petition in bankruptcyLender under any Swap Agreement or Banking Services Agreement, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower(iv) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by the Borrower or any of its Subsidiaries under the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all other obligationsof the agreements, agreements conditions, covenants, and covenants obligations of the Borrower now or hereafter existing under contained in the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”) (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is no way conditioned upon or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any attempt to collect from cost, loss or liability they incur as a result of the Borrower or any other actionof its Affiliates not paying any amount which would, occurrence but for such unenforceability, invalidity or circumstance whatsoever. Notwithstanding any stayillegality, injunction or other prohibition preventing have been payable by such action against Guarantor under this Guaranty on the Borrower, if for any reason whatsoever date when it would have been due (but so that the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) amount payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, by each Guarantor under this indemnity will forthwith (in not exceed the case amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owinga guaranty).

The Guaranty. Each In order to induce the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any 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 Hedging Agreement, each of the Guarantors hereby unconditionally guarantees, jointly agrees with the other Guarantors Administrative Agent and severally, the Lenders as a follows: the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, surety the full and punctual prompt payment and performance when due, whether at stated upon maturity, upon by acceleration or otherwise, of any and all Credit Party Obligations owed to the principal Administrative Agent, the Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Credit Party Obligations become due and Make-Whole Amount payable hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each Guarantor unconditionally promises to pay such Credit Party Obligations to the Administrative Agent, the Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and interest on all reasonable expenses which may be incurred by the Administrative Agent, the Lenders or the Hedging Agreement Providers in collecting any of the Credit Party Obligations. As used in this Section 9, Credit Party Obligations shall include all Credit 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 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 Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such 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, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing because of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding applicable law relating to fraudulent conveyances or transfers) then the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants obligations of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent each such Guarantor hereunder shall be limited to the commencement of any proceeding against or with respect to the Borrower maximum amount that is permissible under any chapter of applicable law (including, without limitation, the Bankruptcy CodeCode or its non-U.S. equivalent), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Obligations, including, without limitation, (i) the principal of and interest whether on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or not an allowable claim, accruing after the date of filing any Affiliate of any petition in bankruptcyLender under any Swap Agreement or Banking Services Agreement, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower(iv) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by the Borrower or any of its Subsidiaries under the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all other obligationsof the agreements, agreements conditions, covenants, and covenants obligations of the Borrower now or hereafter existing under contained in the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”) (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor)). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is no way conditioned upon or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any attempt to collect from cost, loss or liability they incur as a result of the Borrower or any other actionof its Affiliates not paying any amount which would, occurrence but for such unenforceability, invalidity or circumstance whatsoeverillegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a guaranty). Notwithstanding anything to the contrary in any stayLoan Document, injunction or other prohibition preventing such action against the Borrowerguarantee provided by each of Microchip Technology LLC and Silicon Storage Technology LLC, if for any reason whatsoever the Borrower so long as each remains a Foreign Sub Holdco, shall fail or be unable dulywithout recourse to voting Equity Interests in excess of 65%, punctually and fully to perform and (in the case aggregate, of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingMicrochip Technology Malta Limited.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, as primary obligor and not as surety merely, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal Obligations (other than Obligations arising or incurred to the Lenders or any of and Make-Whole Amount and interest on (their Affiliates under any Swap Agreement or any Banking Services Agreement), including, without limitation, (i) the principal of and interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating on each Loan made to the BorrowerBorrower pursuant to the Credit Agreement and (ii) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by the Borrower or any of its Subsidiaries under the Note Purchase Credit Agreement and all the other obligations, agreements and covenants of the Borrower now Loan Documents (other than any Swap Agreement or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expensesBanking Services Agreement) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure periodperiod to the extent applicable, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase AgreementCredit Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is no way conditioned upon or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any attempt to collect from cost, loss or liability they incur as a result of the Borrower or any other actionof its Affiliates not paying any amount which would, occurrence but for such unenforceability, invalidity or circumstance whatsoever. Notwithstanding any stayillegality, injunction or other prohibition preventing have been payable by such action against Guarantor under this Guaranty on the Borrower, if for any reason whatsoever date when it would have been due (but so that the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) amount payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, by each Guarantor under this indemnity will forthwith (in not exceed the case amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owinga guaranty).

The Guaranty. Each of the Guarantors hereby The Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, surety the full due and punctual payment and performance when due, whether at stated maturity, upon acceleration or otherwise, of the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition amounts due under or in bankruptcyconnection with any Guaranteed Document, together with all renewals, modifications, consolidations or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, extensions thereof and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower whether now or hereafter existing under the Note Purchase Agreement due, owing or incurred in any manner, whether for principalactual or contingent, Make-Whole Amount, interest whether incurred solely or jointly with any other Person and whether as principal or surety (and including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder liabilities in connection with enforcing any rights under this Guaranty notes, bills or other instruments accepted by any Guaranteed Finance Party in connection therewith), together in each case with all renewals, modifications, consolidations or extensions thereof (all of the foregoing such obligations being herein collectively referred to collectively as the “Guaranteed Obligations” ”). Anything contained in this Agreement to the contrary notwithstanding, the obligations of the Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render the Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state Law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of the Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of the Guarantor (i) in Parent Guaranty DC 58448 respect of intercompany indebtedness to any other Group Obligor or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by the Guarantor hereunder or (B) has been pledged to, and is enforceable by, the holders from time Security Agent on behalf of the Guaranteed Finance Parties and (ii) under any guaranty of Debt subordinated in right of payment to time the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of the Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of the Guarantor to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of the Guarantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among the Guarantor and any other Group Obligor and its Affiliates of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). If the Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the total amount of the Guaranteed Obligations, then it is understood and agreed that the portion of the Guaranteed Obligations being referred to collectively as for which the “Holders of Guaranteed Obligations”). Upon (x) Guarantor is liable hereunder shall be the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each last portion of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingrepaid.

The Guaranty. Each of the Guarantors hereby absolutely, irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal following (collectively, the “Guaranteed Obligations”): (a) all Obligations of and Make-Whole Amount and interest on (the Foreign Borrowers, including, without limitation, (i) the principal of and interest whether or not an allowable claimon each Loan made to any Foreign Borrower pursuant to the Credit Agreement, accruing after (ii) fees on each Letter of Credit issued to any Foreign Borrower pursuant to the date of filing Credit Agreement, (iii) any obligations of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating Foreign Borrower to the Borrower) the Notes issued from time reimburse LC Disbursements and to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or provide cash collateral with respect to the Letters of Credit, (iv) all other fees and other amounts payable by any Foreign Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwiseLoan Documents, and all costs (v) the punctual and expensesfaithful performance, if anykeeping, incurred observance, and fulfillment by any Holder in connection with enforcing any rights under this Guaranty (each Foreign Borrower of all of the foregoing being referred agreements, conditions, covenants, and obligations of such Foreign Borrower contained in the Loan Documents, and (b) all Secured Swap Obligations and Secured Banking Services Obligations of any Foreign Borrower; provided, however, that for any Guarantor, the Secured Swap Obligations shall not include Swap Obligations that constitute Excluded Swap Obligations with respect to collectively as such Guarantor. Without limiting the generality of the foregoing, the “Guaranteed Obligations” shall include all interest, fees and other amounts described in foregoing definition accruing during the holders from time to time pendency of the Guaranteed Obligations being referred to collectively as the “Holders any bankruptcy, insolvency, receivership, examinership or other similar proceeding, regardless of Guaranteed Obligations”)whether allowed or allowable in such proceeding. Upon (x) the failure by the any Foreign Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase relevant Loan Document, Swap Agreement or Banking Services Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and performance and is not a guaranty of collection. As used in this Guaranty, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against following terms have the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place meanings specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.below:

The Guaranty. Each of the Guarantors hereby unconditionally guaranteesGuarantor, jointly with the other Guarantors and severally, hereby unconditionally and irrevocably, until the Termination Date (or such earlier date such Guarantor is released from this Guaranty in accordance with Section 18), guarantees as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, surety the full and punctual prompt payment and performance when due, whether at stated upon maturity, upon acceleration or otherwise, of the principal any and all of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating its Relevant Guaranteed Obligations to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now Guaranteed Creditors. If any or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred Relevant Guaranteed Obligations becomes due and payable hereunder, such Guarantor, unconditionally and irrevocably, jointly and severally, promises to collectively as pay such indebtedness to the “Administrative Agent and/or the other Guaranteed Creditors, on order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations” and the holders from time , subject to time any applicable limitations set forth in Section 13.01 of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable, unconditional, present and continuing a guaranty of payment and is not a guaranty of collection, . This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is no way conditioned ever made upon any attempt to collect from Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant 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 any Borrower or any other actionGuaranteed Party), occurrence then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or circumstance whatsoever. Notwithstanding compromise shall be binding upon such Guarantor, notwithstanding any stay, injunction revocation of this Guaranty or any other prohibition preventing such action against the Borrower, if for instrument evidencing any reason whatsoever the liability of any Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed ObligationParty, whether and such Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or not recovered to the same extent as if such amount had never originally been received by any such payee. No failure or inability delay on the part of any Guaranteed Creditor in exercising any right, power or privilege hereunder shall constitute an “Event operate as a waiver thereof, nor shall any single or partial exercise of Default” under the Note Purchase Agreement any right, power or privilege hereunder preclude any other or further exercise thereof or the Notesexercise of any other right, each power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Guaranteed Creditor would otherwise have. Except as otherwise required hereby or by any other Credit Document, no notice to or demand on any Guarantor will forthwith (in the any case shall entitle such Guarantor to any other further notice or demand in similar or other circumstances or constitute a waiver of the payment rights of any Guaranteed Obligations) pay Creditor to any other or cause to be paid such amounts to the Holders, further action in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, any circumstances without notice or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingdemand.

The Guaranty. Each of Guarantor absolutely, unconditionally and irrevocably guarantees to Lender the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors due and severally, as a primary obligor punctual payment in full (and not merely as the collectibility) of the Obligations; provided, however, that absent fraud or willful misconduct on behalf of Guarantor, Lender's sole right of recourse against Guarantor shall be against the Collateral in an amount not to exceed $1,000,000. The guaranty of Guarantor under this Agreement is a surety, to each Holder and its successors, transfers and assigns, the full and punctual guaranty of payment and performance when dueand not merely of collection or enforceability and shall remain in full force and effect until all of the Obligations are indefeasibly paid in full. Guarantor agrees that: (a) The obligations of Guarantor under this Agreement shall be performed without demand by Lender and shall be unconditional irrespective of the genuineness, whether validity, regularity or enforceability of the Note, or any other Loan Document, and without regard to any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or a guarantor. Guarantor hereby waives any and all benefits and defenses under California Civil Code Section 2810 and agrees that by doing so Guarantor shall be liable even if Borrower had no liability at stated maturitythe time of execution of the Note or any other Loan Document, upon acceleration or thereafter ceases to be liable. Guarantor hereby waives any and all benefits and defenses under California Civil Code Section 2809 and agrees that by doing so Guarantor's liability may be larger in amount and more burdensome than that of Borrower. Guarantor hereby waives the benefit of all principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and agrees that Guarantor's obligations shall not be affected by any circumstances, whether or not referred to in this Agreement, which might otherwise constitute a legal or equitable discharge of a surety or a guarantor. Guarantor hereby waives the benefits of any right of discharge under any and all statutes or other laws relating to guarantors or sureties and any other rights of sureties and guarantors thereunder. Without limiting the generality of the foregoing, Guarantor hereby waives, to the fullest extent permitted by law, diligence in collecting the Obligations, presentment, demand for payment, protest, all notices with respect to the Note and this Agreement which may be required by statute, rule of law or otherwise to preserve Lender's rights against Guarantor under this Agreement, including notice of acceptance, notice of any amendment of the Loan Documents, notice of the occurrence of any default or Event of Default, notice of intent to accelerate, notice of acceleration, notice of dishonor, notice of foreclosure, notice of protest, and notice of the incurring by Borrower of any obligation or indebtedness. Guarantor also waives, to the fullest extent permitted by law, all rights to require Lender to (i) proceed against Borrower, (ii) if Borrower is a partnership, proceed against any general partner of Borrower, (iii) proceed against or exhaust any collateral held by Lender to secure the repayment of the Obligations, or (iv) pursue any other remedy it may now or hereafter have against Borrower, or, if Borrower is a partnership, any general partner of Borrower, including any and all benefits under California Civil Code Sections 2845, 2849 and 2850. (b) Guarantor understands that the exercise by Lender of certain rights and remedies afforded Lender in other Loan Documents may affect or eliminate Guarantor's right of subrogation against Borrower and that Guarantor may therefore incur a partially or totally nonreimbursable liability under this Agreement. Nevertheless, Guarantor hereby authorizes and empowers Lender to exercise, in its sole and absolute discretion, any right or remedy, or any combination thereof, which may then be available, since it is the intent and purpose of Guarantor that the obligations under this Agreement shall be absolute, independent and unconditional under any and all circumstances. Guarantor expressly waives any defense (which defense, if Guarantor had not given this waiver, Guarantor might otherwise have) to a judgment against Guarantor by reason of a nonjudicial foreclosure. Without limiting the generality of the foregoing, Guarantor hereby expressly waives any and all benefits under (i) California Code of Civil Procedure Section 580a (which Section, if Guarantor had not given this waiver, would otherwise limit Guarantor's liability after a nonjudicial foreclosure sale to the difference between the obligations of Guarantor under this Agreement and the fair market value of the property or interests sold at such nonjudicial foreclosure sale), (ii) California Code of Civil Procedure Sections 580b and 580d (which Sections, if Guarantor had not given this waiver, would otherwise limit Lender's right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), and (iii) California Code of Civil Procedure Section 726 (which Section, if Guarantor had not given this waiver, among other things, would otherwise require Lender to exhaust all of its security before a personal judgment could be obtained for a deficiency). Notwithstanding any foreclosure of the lien of the ARV PIII Pledge Agreement or the SGRV Pledge Agreement, whether by the exercise of the power of sale contained in the ARV PIII Pledge Agreement or the SGRV Pledge Agreement or by an action for judicial foreclosure, Guarantor shall remain bound under this Agreement. (c) In accordance with California Civil Code Section 2856, Guarantor also waives any right or defense based upon an election of remedies by Lender, even though such election (e.g., nonjudicial foreclosure with respect to any collateral held by Lender to secure repayment of the Obligations) destroys or otherwise impairs the subrogation rights of Guarantor or the right of Guarantor (after payment of the obligations guaranteed by Guarantor under this Agreement) to proceed against Borrower for reimbursement, or both, by operation of California Code of Civil Procedure Section 580d or otherwise. (d) In accordance with California Civil Code Section 2856, Guarantor waives any and all other rights and defenses available to Guarantor by reason of California Civil Code Sections 2787 through 2855, inclusive, including any and all rights or defenses Guarantor may have by reason of protection afforded to Borrower with respect to any of the obligations of Guarantor under this Agreement pursuant to the antideficiency or other laws of the State of California limiting or discharging Borrower's Obligations, including California Code of Civil Procedure Sections 580a, 580b, 580d, and 726. (e) In accordance with California Civil Code Section 2856, Guarantor agrees to withhold the exercise of any and all subrogation and reimbursement rights against Borrower, against any other person, and against any collateral or security for the Obligations, including any such rights pursuant to California Civil Code Sections 2847 and 2848, until the Obligations have been indefeasibly paid and satisfied in full, all obligations owed to Lender under the Loan Documents have been fully performed, and Lender has released, transferred or disposed of all of its right, title and interest in such collateral or security. (f) At any time or from time to time and any number of times, without notice to Guarantor and without affecting the liability of Guarantor, (i) the time for payment of the principal of and Make-Whole Amount and or interest on the Obligations may be extended or the Obligations may be renewed in whole or in part; (includingii) the time for Borrower's performance of or compliance with any covenant or agreement contained in the Note or any other Loan Document, whether presently existing or hereinafter entered into, may be extended or such performance or compliance may be waived; (iii) the maturity of the Obligations may be accelerated as provided in the Note or any other Loan Document; (iv) the Note or any other Loan Document may be modified or amended by Lender and Borrower in any respect, including an increase in the principal amount; and (v) any security for the Obligations may be modified, exchanged, surrendered or otherwise dealt with or additional security may be pledged or mortgaged for the Obligations. (g) If more than one person executes this Agreement, the obligations of those persons under this Agreement shall be joint and several. Lender, in its discretion, may (i) bring suit against Guarantor, or any one or more of the persons constituting Guarantor, jointly and severally, or against any one or more of them; (ii) compromise or settle with any one or more of the persons constituting Guarantor, or any other obligor of the Obligations, including Borrower, for such consideration as Lender may deem proper; (iii) release one or more of the persons constituting Guarantor, or any other obligor of the Obligations, including Borrower, from liability; and (iv) otherwise deal with Guarantor and any other obligor of the obligations, including Borrower, or any one or more of them, in any manner, and no such action shall impair the rights of Lender to collect from Guarantor any amount guaranteed by Guarantor under this Agreement. Nothing contained in this paragraph shall in any way affect or impair the rights or obligations of Guarantor with respect to any other obligor of the Obligations. (h) Any indebtedness of Borrower held by Guarantor now or in the future is and shall be subordinated to the Obligations and any such indebtedness of Borrower shall be collected, enforced and received by Guarantor, as trustee for Lender, but without limitationreducing or affecting in any manner the liability of Guarantor under the other provisions of this Agreement. (i) Guarantor shall have no right of, interest whether and hereby waives any claim for, subrogation or not an allowable claim, accruing after the date reimbursement against Borrower or any general partner of filing Borrower by reason of any petition payment by Guarantor under this Agreement, whether such right or claim arises at law or in bankruptcyequity or under any contract or statute, or until the commencement of Obligations have been paid in full and there has expired the maximum possible period thereafter during which any bankruptcy, insolvency or similar proceeding relating payment made by Borrower to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or Lender with respect to the Obligations could be deemed a preference under the United States Bankruptcy Code. (j) If any payment by Borrower is held to constitute a preference under any chapter of the Bankruptcy Code)applicable bankruptcy, indemnification paymentsinsolvency, expenses (including attorneys’ fee and expenses) or otherwisesimilar laws, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any other reason whatsoever Lender is required to refund any sums to Borrower, such refund shall not constitute a release of any liability of Guarantor under this Agreement. It is the Borrower intention of Lender and Guarantor that Guarantor's obligations under this Agreement shall fail or not be unable duly, punctually discharged except by Guarantor's performance of such obligations and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and then only to the extent required under of such Notes) on any amount due and owingperformance.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Obligations, including, without limitation, (i) the principal of and interest whether on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or not an allowable claim, accruing after the date of filing any affiliate of any petition in bankruptcyLender under any Swap Agreement or Banking Services Agreement, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower(iv) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by the Borrower or any of its Subsidiaries under the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all other obligationsof the agreements, agreements conditions, covenants, and covenants obligations of the Borrower now or hereafter existing under contained in the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond Xxxxxx and all other amounts payable under any Permitted Bond Xxxxxx shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.

The Guaranty. Each (a) For valuable consideration, the receipt of which is hereby acknowledged, and to induce the Lenders to make advances to each Borrower and to issue and participate in Letters of Credit and Swing Line Loans, the Guarantors hereby absolutely and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual guarantees prompt payment and performance when due, whether at stated maturity, upon acceleration or otherwise, of the principal of and Make-Whole Amount and interest on (includingat all times thereafter, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement and all existing and future Obligations of any bankruptcy, insolvency or similar proceeding relating each Borrower to the Borrower) Administrative Agent, the Notes issued from time to timeLenders, including Additional Notes issued after the date hereofSwing Line Lender, and all other amounts any L/C Issuer or any of them, under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code)Loan Documents, indemnification paymentswhether for principal, interest, fees, expenses (including attorneys’ fee and expenses) or otherwise, and all costs Secured Cash Management Agreements, Secured Hedge Agreements and expensesSecured Bilateral Letters of Credit (collectively, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and ”); provided that the holders from time Guaranteed Obligations shall exclude any Excluded Swap Obligations. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to time all amounts that constitute part of the Guaranteed Obligations being referred and would be owed by any other Loan Party to collectively as any Lender under or in respect of the “Holders Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of Guaranteed Obligations”)a bankruptcy, reorganization or similar proceeding involving such other Loan Party. Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligationEach Guarantor, and (y) such failure continuing beyond any applicable grace or notice by its acceptance of this Guaranty, the Administrative Agent and cure periodeach other Lender Party, each of the Guarantors agrees hereby confirms that it shall forthwith on demand pay is the intention of all such amount Persons that this Guaranty and the Obligations of each Subsidiary Guarantor hereunder not constitute a fraudulent transfer or perform such obligation at conveyance for purposes of Debtor Relief Laws, the place 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 in the manner specified in Obligations of each Subsidiary Guarantor hereunder. To effectuate the Note Purchase Agreement. Each of foregoing intention, the Administrative Agent, the Lenders and the Guarantors hereby irrevocably agree that the Obligations of each Subsidiary Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Lender under this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other actionguaranty, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in contribute, to the case of the payment of Guaranteed Obligations) pay or cause to be paid maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the Holders, aggregate amount paid to the Lenders under or in lawful money respect of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingLoan Documents.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Obligations, including, without limitation, (i) the principal of and interest whether or not an allowable claimon each Loan made to any Borrower pursuant to the Credit Agreement, accruing after the date of filing (ii) any obligations of any petition in bankruptcyBorrower to reimburse LC Disbursements (“Reimbursement Obligations”), or the commencement (iii) all Banking Services Obligations and obligations of any bankruptcyBorrower or Subsidiary owing to any Lender or any affiliate of any Lender under any Swap Agreement, insolvency or similar proceeding relating to the Borrower(iv) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by any Borrower or any of its Subsidiaries under the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principalagreements, Make-Whole Amountconditions, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwisecovenants, and all costs and expenses, if any, incurred by any Holder obligations of such Borrower contained in connection with enforcing any rights under this Guaranty the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the any Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is no way conditioned upon or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Obligations immediately on demand against any attempt to collect from the cost, loss or liability they incur as a result of any Borrower or any other actionof its Affiliates not paying any amount which would, occurrence but for such unenforceability, invalidity or circumstance whatsoever. Notwithstanding any stayillegality, injunction or other prohibition preventing have been payable by such action against Guarantor under this Guaranty on the Borrower, if for any reason whatsoever date when it would have been due (but so that the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) amount payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, by each Guarantor under this indemnity will forthwith (in not exceed the case amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owinga guaranty).

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assignsGuarantors, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Secured Obligations, including, without limitation, (i) the principal of and interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating on each Loan made to the BorrowerBorrower pursuant to the Credit Agreement, (ii) the Notes issued from time to timeobligations owing under or in connection with Letters of Credit, including Additional Notes issued after the date hereof, and (iii) all other amounts payable by the Borrower under the Note Purchase Credit Agreement and the other Loan Documents, and including, without limitation, all other obligationsSwap Obligations and Banking Services Obligations, agreements and covenants (iv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower now or hereafter existing under contained in the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase AgreementCredit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each other Loan Party as may be needed by such Loan Party from time to time to honor all of its obligations under the Credit Agreement and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 2 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Guarantied Obligations shall have been paid in full and the Commitments shall have been terminated and all Letters of Credit shall have expired or been terminated or canceled. Each Qualified ECP Guarantor intends this Section to constitute, and is no way conditioned upon any attempt this Section shall be deemed to collect from constitute, a guarantee of the Borrower or any other actionobligations of, occurrence or circumstance whatsoever. Notwithstanding any stayand a “keepwell, injunction support or other prohibition preventing such action against agreement” for the Borrowerbenefit of, if each other Loan Party for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case all purposes of Section 1a(18)(A)(v)(II) of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingCommodity Exchange Act.

The Guaranty. Each In order to induce the Banks to enter into this ------------ Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by each Guarantor from the proceeds of the Loans and the issuance of the Letters of Credit and to induce the Banks or any of their respective Affiliates to enter into Interest Rate Protection Agreements, each Guarantor hereby agrees with the Banks as follows: Each Guarantor hereby unconditionally guaranteesand irrevocably, jointly with the other Guarantors and severally, guarantees as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, surety the full and punctual prompt payment and performance when due, whether at stated upon maturity, upon by acceleration or otherwise, of the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under of the Note Purchase Agreement and all other obligations, agreements and covenants Guaranteed Obligations of the Borrower now to the Secured Creditors. If any or hereafter existing all of the Guaranteed Obligations of the Borrower to the Secured Creditors becomes due and payable hereunder, each Guarantor, jointly and severally, unconditionally promises to pay such indebtedness to the Secured Creditors, or order, on demand, together with any and all reasonable expenses which may be incurred by the Agent or the Secured Creditors in collecting any of the Guaranteed Obligations. If claim is ever made upon any Secured 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 each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Company, and each other Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. This is a guaranty of payment and not of collection. (a) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its Obligations and/or the grant of security interests in Collateral to secure its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law (collectively, the "Fraudulent Transfer Laws"), in each ------------------------ case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Note Purchase Agreement whether for principalFraudulent Transfer Laws (specifically excluding, Make-Whole Amounthowever, interest (including interest accruing both prior to and subsequent to the commencement any liabilities of any proceeding against or with such Guarantor in respect of intercompany Indebtedness to the Borrower under any chapter or other Affiliates of the Bankruptcy Code)Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder, and after giving effect (x) to the direct and indirect benefits received by such Guarantor as a result of the Credit Documents and the Loans and (y) as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification payments, expenses or contribution of such Guarantor pursuant to applicable law or pursuant to the terms or any agreement (including attorneys’ fee without limitation any such right of contribution under Section 13.01(c)). (b) Guarantors under this Guaranty together desire to allocate among themselves in a fair and expenses) equitable manner their obligations arising under this Guaranty. Accordingly, in the event any payment or otherwise, and all costs and expenses, if any, incurred distribution is made on any date by any Holder in connection with enforcing any rights Guarantor under this Guaranty (all a "Funding Guarantor") that exceeds ----------------- its Fair Share (as defined below) as of the foregoing being referred such date, that Funding Guarantor shall be entitled to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.a

The Guaranty. Each (a) The Guarantor hereby irrevocably, absolutely and unconditionally guarantees to the Beneficiaries, with effect from the date of the Guarantors hereby unconditionally guarantees, jointly with Margin Loan Agreement and the other Guarantors Loan Documents, the due and severally, as a primary obligor punctual payment (and not merely collection), in U.S. dollars, of all present and future amounts, whether absolute or contingent, and whether for principal, interest, fees, breakage costs, expenses, indemnification or otherwise, owing by the Company under the Margin Loan Agreement and the other Loan Documents, as a surety, to each Holder and its successors, transfers when such amounts become due and assigns, the full and punctual payment and performance when duepayable, whether at stated maturitytheir scheduled due dates, upon acceleration or otherwiseotherwise (or would otherwise be owing, of due or payable under the principal of Margin Loan Agreement and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or other Loan Documents but for the commencement of any bankruptcy, insolvency or similar proceeding relating to in respect of the BorrowerCompany) and the Notes issued from time to time, including Additional Notes issued after performance of all delivery and other obligations of the date hereof, and all other amounts Company under the Note Purchase Margin Loan Agreement and all the other Loan Documents in accordance with the terms thereof (such payment and performance obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” ”). (b) The obligations of the Guarantor under this Guaranty constitute a guaranty of payment and performance when due and not of collection. (c) The Guarantor hereby agrees to pay all costs, fees and expenses (including, without limitation, fees and disbursements of counsel) incurred by any Beneficiary in enforcing this Guaranty. (d) In no event shall any Beneficiary be obligated to take any action, obtain any judgment or file any claim prior to enforcing this Guaranty. Each of the holders from time Beneficiaries shall have the right, individually or jointly, to time demand payment or performance of the Guaranteed Obligations being referred to collectively as upon failure of the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower Company punctually to pay punctually any such amount or perform such obligation, the same and (y) such failure continuing beyond any applicable grace or notice and cure period, each to enforce the obligations of the Guarantors agrees that it shall forthwith on demand Guarantor under this Guaranty. Accordingly, upon failure of the Company punctually to pay such amount or perform such obligation at any Guaranteed Obligation and upon demand by any Beneficiary to the place and in Guarantor, the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby Guarantor agrees that this Guaranty is an absoluteto pay or perform, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid or performed, such Guaranteed Obligation; provided that delay by any Beneficiary in giving such demand shall in no event affect the Guarantor’s obligations under this Guaranty. The rights, powers, remedies and privileges provided in this Guaranty are cumulative and not exclusive of any rights, powers, remedies and privileges provided by any other agreement or by law. (e) The Guarantor hereby agrees that this is a continuing guaranty and that the Guaranteed Obligations shall be unconditional. The Guaranteed Obligations shall not be discharged except by the complete payment of the amounts payable under the Margin Loan Agreement, irrespective of (1) any claim as to the Holdersvalidity, in lawful money regularity or enforceability of the United States Margin Loan Agreement or this Guaranty or any other of America, at the place specified Loan Documents; (2) any purported lack of authority of the Company to execute or deliver the Loan Documents; (3) any change in the Note Purchase Agreementtime, manner or place of payment of, or perform in any other term of, or comply amendment to, any Loan Document; (4) any waiver or consent by any Beneficiary with such respect to any provisions of the Margin Loan Agreement or any other Loan Document or any compromise or release of any of the obligations thereunder; (5) the absence of any action to enforce the Margin Loan Agreement or any other Loan Document, to recover any judgment against the Company or to enforce a judgment against the Company under the Margin Loan Agreement or any other Loan Document; (6) the existence of any bankruptcy, insolvency, reorganization or similar proceedings involving the Company; (7) any setoff, counterclaim, or defense of any kind or nature which may be available to or asserted by the Guarantor or the Company against the Beneficiaries or any of their affiliates; (8) any impairment, furnishing, exchange or release of, or failure to perfect or enforce any security interest in, collateral securing the Obligations; (9) any change in the laws, rules or regulations of any jurisdiction; (10) any present or future action of any Governmental Authority amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of the Company under the Margin Loan Agreement or any other Loan Document to which it is a party or of the Guarantor under this Guaranty, or (11) any other circumstance (other than full payment or performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. (f) The Guarantor hereby waives diligence, presentment, demand on the Company for payment or otherwise, any filing of claims, any requirement of a prior proceeding against the Company and protest or notice of any kind whatsoever. If at any time (including any time after termination or expiration of this Guaranty) payment of any of the Guaranteed Obligations is rescinded or cause such Guaranteed Obligations to must be performed otherwise restored or complied withreturned by any Beneficiary upon the insolvency, (in the case bankruptcy or reorganization of the Company or the Guarantor or otherwise, the Guarantor’s obligations hereunder with respect to such payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under shall be reinstated upon such Notes) on any amount due and owingrestoration or return being made by such Beneficiary, all as though such payment had not been made.

The Guaranty. Each (a) For valuable consideration, the undersigned (“Guarantor”) hereby unconditionally guarantees and promises to pay promptly to Bridge Bank, N.A. (“Lender”), or order, in lawful money of the Guarantors hereby unconditionally guaranteesUnited States, any and all Indebtedness of Selectica, Inc., a Delaware corporation, and Selectica Sourcing Inc., a Delaware corporation (individually and collectively, jointly with and severally the other Guarantors and severally, as a primary obligor and not merely as a surety, “Borrower”) to each Holder and its successors, transfers and assigns, the full and punctual payment and performance Lender when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter. Except as otherwise provided in Sections 1(b) and (c), the liability of Guarantor under this Guaranty is not limited as to the principal amount of the principal of Indebtedness guaranteed and Make-Whole Amount and interest on includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, interest whether or not an allowable claimhazardous waste indemnities), accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding and other costs and expenses relating to or arising out of the Borrower) Indebtedness. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Notes issued Indebtedness or from time to time, including Additional Notes issued time renew it after the date hereofit has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants liability of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights Guarantor under this Guaranty is exclusive of Guarantor’s liability under any other guaranties signed by Guarantor. If more than one individual or entity sign this Guaranty, their obligations under this Guaranty shall be joint and several. (all b) Notwithstanding anything to the contrary contained in this Guaranty, the maximum liability of Guarantor to Lender pursuant to this Guaranty shall be an amount equal to $1,000,000 (the foregoing being “Initial Guaranteed Amount”). Lender may reduce (in its sole and absolute discretion), but not increase, the Initial Guaranteed Amount at any time during the term of this Guaranty without Guarantor’s consent (the amount guaranteed hereunder at any given time is referred to collectively as the “Guaranteed Obligations” and Amount”) (c) Notwithstanding anything to the holders from time contrary contained in this Guaranty, this Guaranty shall terminate on the second anniversary of its date of execution, unless prior to time of that date (i) demand for payment is made or (ii) the Guaranteed Obligations being referred Amount is reduced to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing$0.

The Guaranty. Each of the Guarantors hereby unconditionally guaranteesGuarantor, jointly with the other Guarantors and severally, hereby unconditionally and irrevocably, until the Termination Date (or such earlier date such Guarantor is released from this Guaranty in accordance with Section 18), guarantees as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, surety the full and punctual prompt payment and performance when due, whether at stated upon maturity, upon acceleration or otherwise, of the principal any and all of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating its Relevant Guaranteed Obligations to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now Secured Parties. If any or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred Relevant Guaranteed Obligations become due and payable hereunder, such Guarantor, unconditionally and irrevocably, jointly and severally, promises to collectively as pay such Relevant Guaranteed Obligations to the “Secured Parties, on first demand, together with any and all expenses which may be incurred by the Secured Parties in collecting any of the Relevant Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable, unconditional, present and continuing a guaranty of payment and is not a guaranty of collection. For the avoidance of doubt, the Guarantee provided hereunder constitutes an undertaking of third person’s obligations (üçüncü kişinin fiilini taahhüt) as regulated under Article 128 of Turkish Code of Obligations (Law No. 6098). This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is no way conditioned ever made upon any attempt to collect from Secured Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Borrower Relevant 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 Issuer or any other actionGuaranteed Party), occurrence then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or circumstance whatsoever. Notwithstanding compromise shall be binding upon such Guarantor, notwithstanding any stay, injunction revocation of this Guaranty or any other prohibition preventing such action against the Borrower, if for instrument evidencing any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case liability of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable Issuer or to perform or comply with any other Guaranteed ObligationParty, whether and such Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or not recovered to the same extent as if such amount had never originally been received by any such payee. No failure or inability delay on the part of any Secured Party in exercising any right, power or privilege hereunder shall constitute an “Event operate as a waiver thereof, nor shall any single or partial exercise of Default” under the Note Purchase Agreement any right, power or privilege hereunder preclude any other or further exercise thereof or the Notesexercise of any other right, each power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Secured Party would otherwise have. Except as otherwise explicitly required hereby or by any other Note Document, no notice to or demand on any Guarantor will forthwith (in the any case shall entitle such Guarantor to any other further notice or demand in similar or other circumstances or constitute a waiver of the payment rights of Guaranteed Obligations) pay any Secured Party to any other or cause to be paid such amounts to the Holders, further action in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, any circumstances without notice or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingdemand.

The Guaranty. Each (a) For valuable consideration, the undersigned (“Guarantor”) hereby unconditionally guarantees and promises to pay promptly to Western Alliance Bank, an Arizona corporation, successor-in-interest to Bridge Bank N.A. (“Lender”), or order, in lawful money of the Guarantors hereby unconditionally guaranteesUnited States, any and all Indebtedness of Determine Inc., a Delaware corporation, f/k/a Selectica, Inc., and Determine Sourcing, Inc., a Delaware corporation, f/k/a Selectica Sourcing Inc. (individually and collectively, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the “Borrower”) to each Holder and its successors, transfers and assigns, the full and punctual payment and performance Lender when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter. Except as otherwise provided in Sections 1(b) and (c), the liability of Guarantor under this Guaranty is not limited as to the principal amount of the principal of Indebtedness guaranteed and Make-Whole Amount and interest on includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, interest whether or not an allowable claimhazardous waste indemnities), accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding and other costs and expenses relating to or arising out of the Borrower) Indebtedness. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Notes issued Indebtedness or from time to time, including Additional Notes issued time renew it after the date hereofit has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants liability of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights Guarantor under this Guaranty is exclusive of Guarantor’s liability under any other guaranties signed by Guarantor. If more than one individual or entity sign this Guaranty, their obligations under this Guaranty shall be joint and several. (all b) Notwithstanding anything to the contrary contained in this Guaranty, the maximum liability of Guarantor to Lender pursuant to this Guaranty shall be an amount equal to $1,000,000 (the “Initial Guaranteed Amount”). Lender may reduce (in its sole and absolute discretion), but not increase, the Initial Guaranteed Amount at any time during the term of this Guaranty without Guarantor’s consent by written notice to Guarantor (the Initial Guaranteed Amount as may be reduced in accordance with the foregoing being at any given time is referred to collectively herein as the “Guaranteed Obligations” and Amount”). (c) Notwithstanding anything to the holders from time contrary contained in this Guaranty, this Guaranty shall terminate on April 30, 2019 (the “Termination Date”), unless prior to time that date demand for payment is made; provided that upon the extension of the Guaranteed Obligations being referred Maturity Date (as defined in the Financing Agreement), the Termination Date shall automatically extend to collectively the date that is ten (10) days following the extended Maturity Date (as defined in the Financing Agreement) (such extension of the Termination Date, the “Holders of Guaranteed ObligationsAdditional Maturity Extension”). Upon (x) Notwithstanding the failure by immediately foregoing sentence, the Borrower to pay punctually any such amount or perform such obligationTermination Date shall in no event be later than July 30, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing2020.

The Guaranty. Each of the Guarantors hereby unconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Obligations, including, without limitation, (i) the principal of and interest whether on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or not an allowable claim, accruing after the date of filing any affiliate of any petition in bankruptcyLender under any Swap Agreement or Banking Services Agreement, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower(iv) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by the Borrower or any of its Subsidiaries under the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all other obligationsof the agreements, agreements conditions, covenants, and covenants obligations of the Borrower now or hereafter existing under contained in the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond Xxxxxx and all other amounts payable under any Permitted Bond Xxxxxx shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Obligations, including, without limitation, (i) the principal of and interest whether on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or not an allowable claim, accruing after the date of filing any affiliate of any petition in bankruptcyLender under any Swap Agreement or Banking Services Agreement, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower(iv) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by the Borrower or any of its Subsidiaries under the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all other obligationsof the agreements, agreements conditions, covenants, and covenants obligations of the Borrower now or hereafter existing under contained in the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of the other Loan Parties, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding anything to the contrary in this Guaranty, at no time shall (1) the issued and outstanding voting Equity Interests of any stay, injunction or other prohibition preventing such action against Foreign Subsidiary that is not a Material Worldwide Subsidiary be security for the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform Guaranteed Obligations and (2) the issued and outstanding voting Equity Interests of any Affected Foreign Subsidiary in the case excess of the payment of Applicable Foreign Subsidiary Pledge Percentage be security for the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.

The Guaranty. Each of Reference is made to that certain letter agreement dated the Guarantors hereby unconditionally guaranteesdate hereof between FHI and Lender (the “Loan Agreement”) and to the documents defined therein as the Loan Documents, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, whether at stated maturity, upon acceleration or otherwise, of the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or Master Revolving Note (the commencement of any bankruptcy, insolvency or similar proceeding relating “Note”) given by FHI to the Borrower) the Notes issued from time to timeLender (such Loan Agreement, including Additional Notes issued after the date hereofNote and other Loan Documents collectively, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed ObligationsLoan Documents”). Upon Pursuant to the Loan Documents, Lender has agreed to provide to FHI financing in the form of a revolving line-of-credit (xthe “Revolving Line-of-Credit”). Concurrently with (and as a condition to) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” closing under the Note Purchase Loan Agreement or (the Notes“Closing”), each Guarantor will forthwith shall deliver to the Lender a guaranty in form and substance satisfactory to the Lender (singly a “Guaranty”, and collectively the “Guaranties”). Notwithstanding anything to the contrary expressed or implied herein or in any other document contemplated hereby, each Guaranty shall apply only to obligations guaranteed thereunder existing on or before the date that is the earliest of (the “Guaranty Termination Date”) (i) one hundred and eighty (180) days following the Closing; (ii) the date that Guarantor delivers to Borrower written notice of Guarantor’s termination of the Guaranty along with a written consent from Lender thereto; or (iii) the date that Borrower delivers to Guarantor written notice of Borrower’s repayment in full (and termination) of the Revolving Line-of-Credit along with written confirmation thereof from Lender, it being understood that Borrower shall have the right at any time, without premium or penalty, to do so. Without limiting the generality of the foregoing, the Guaranty shall not apply to increases in the case of indebtedness owed on the payment of Guaranteed Obligations) pay or cause to be paid such amounts to Revolving Line-of-Credit arising after the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingGuaranty Termination Date.

The Guaranty. Each of the Guarantors hereby unconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Obligations, including, without limitation, (i) the principal of and interest whether on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or not an allowable claim, accruing after the date of filing any affiliate of any petition in bankruptcyLender under any Swap Agreement or Banking Services Agreement, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower(iv) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by the Borrower or any of its Subsidiaries under the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all other obligationsof the agreements, agreements conditions, covenants, and covenants obligations of the Borrower now or hereafter existing under contained in the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, obligations arising from Bond Xxxxxx and letter of credit facilities that are not under the Credit Agreement shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Obligations, including, without limitation, (i) the principal of and interest whether on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower or not an allowable claim, accruing after the date any of filing its Subsidiaries owing to any Lender or any affiliate of any petition in bankruptcyLender under any Swap Agreement or Banking Services Agreement, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower(iv) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by the Borrower or any of its Subsidiaries under the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all other obligationsof the agreements, agreements conditions, covenants, and covenants obligations of the Borrower now or hereafter existing under contained in the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower All payments shall fail or be unable duly, punctually and fully to perform and (made in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingDollars.

The Guaranty. Each of the Guarantors The Guarantor hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, guarantees the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal Obligations of and Make-Whole Amount and interest on (each of the Designated Borrowers, including, without limitation, (i) the principal of and interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating on each Loan made to the BorrowerDesignated Borrowers pursuant to the Credit Agreement, (ii) all obligations of the Notes issued from time to timeDesignated Borrowers owing under any Letter of Credit, including Additional Notes issued after (iii) all obligations of the date hereofDesignated Borrowers owing under any Related Swap Agreement, and (iv) all other amounts payable by the Designated Borrowers or any other Credit Party under the Note Purchase Credit Agreement, any Related Swap Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Designated Borrowers of all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principalagreements, Make-Whole Amountconditions, interest (including interest accruing both prior to covenants, and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter obligations of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder Designated Borrowers contained in connection with enforcing any rights under this Guaranty the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations (including the Administrative Agent) being referred to collectively as the “Holders of Guaranteed Obligations”). For the avoidance of doubt, Guaranteed Obligations shall include any amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code. Any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Guarantor or any Designated Borrower (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantor, the Administrative Agent and the Holders of the Obligations that the Guaranteed Obligations should be determined without regard to any rule of law or order that may relieve the Guarantor or the Designated Borrowers of any portion of such Guaranteed Obligations. Upon (x) the failure by the Borrower Designated Borrowers or any other Credit Party, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors Guarantor agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement, any Related Swap Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors The Guarantor hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and performance and is not a guaranty of collection. The Guarantor hereby agrees that the obligations of the Guarantor hereunder are those of primary obligor, and is no way conditioned upon any attempt to collect from not merely as surety, and are independent of the Borrower or Obligations and the obligations of any other actionguarantor, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such and a separate action may be brought against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully Guarantor to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingenforce this Guaranty.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, as primary obligor and not as surety merely, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal Obligations (other than Obligations arising or incurred to the Lenders or any of and Make-Whole Amount and interest on (their Affiliates under any Swap Agreement or any Banking Services Agreement), including, without limitation, (i) the principal of and interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating on each Loan made to the BorrowerBorrower pursuant to the Credit Agreement, (ii) any obligations of the Notes issued from time Borrower to time, including Additional Notes issued after the date hereof, reimburse LC Disbursements (“Reimbursement Obligations”) and (iii) all other amounts payable by the Borrower or any of its Subsidiaries under the Note Purchase Credit Agreement and all the other obligations, agreements and covenants of the Borrower now Loan Documents (other than any Swap Agreement or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expensesBanking Services Agreement) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure periodperiod to the extent applicable, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase AgreementCredit Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is no way conditioned upon or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any attempt to collect from cost, loss or liability they incur as a result of the Borrower or any other actionof its Affiliates not paying any amount which would, occurrence but for such unenforceability, invalidity or circumstance whatsoever. Notwithstanding any stayillegality, injunction or other prohibition preventing have been payable by such action against Guarantor under this Guaranty on the Borrower, if for any reason whatsoever date when it would have been due (but so that the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) amount payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, by each Guarantor under this indemnity will forthwith (in not exceed the case amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owinga guaranty).

The Guaranty. Each (a) The Guarantor hereby irrevocably and unconditionally guarantees to each of the Guarantors hereby unconditionally guaranteesBeneficiaries (i) the due, jointly punctual and full payment of all obligations of the Owner Participant which are payable by the Owner Participant under or pursuant to any of the Owner Participant Agreements and in accordance with the other Guarantors and severallyterms thereof, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, whether at stated maturity, upon by acceleration or otherwise, of the principal of without offset or deduction; and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrowerii) the Notes issued from time to time, including Additional Notes issued after due and punctual performance by the date hereofOwner Participant of, and compliance by the Owner Participant with, all other amounts under the Note Purchase Agreement and all of its other obligations, agreements covenants, and covenants undertakings contained in or arising under or pursuant to each of the Borrower now or hereafter existing under Owner Participant Agreements (the Note Purchase Agreement whether for principalobligations referred to in clauses (i) and (ii) being collectively hereinafter referred to as the EXHIBIT A E-1 64 "Guaranteed Obligations"); provided, Makehowever, the Guaranteed Obligations shall not include any obligations of the Owner Participant which are non-Whole Amount, interest (including interest accruing both prior to and subsequent recourse to the commencement of any proceeding against or with respect Owner Participant pursuant to the Borrower terms of the Owner Participant Agreements. Without limitation of the foregoing, in case the Owner Participant shall for any reason whatsoever fail to pay duly and punctually any payment required to be made by the Owner Participant under any chapter of the Bankruptcy Code)Owner Participant Agreements when and as the same shall be due and payable in accordance with the terms of such Owner Participant Agreement, indemnification payments, expenses (including attorneys’ fee and expenses) by acceleration or otherwise, and all costs and expensesthe Guarantor will immediately pay the same to the Person entitled thereto and, in addition, such further amount, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all as shall be sufficient to cover the costs and expenses of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place collection and in case the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower Owner Participant shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any of its other Guaranteed Obligationobligations, whether covenants or not such failure undertakings contained in or inability shall constitute an “Event arising under or pursuant to any of Default” under the Note Purchase Agreement or Owner Participant Agreements for any reason whatsoever, the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations obligation, covenant or undertaking or cause such Guaranteed Obligations the same forthwith to be performed or complied with, . (in the case b) Without limitation of the payment of Guaranteed Obligations) together with interest (Guarantor's obligations hereunder, all amounts payable by the Guarantor hereunder shall in any event be paid immediately upon demand by the amounts respective Beneficiary entitled thereto, in immediately available funds, as such party may direct and to at the extent required under place specified by such Notes) on any amount due and owingBeneficiary.

The Guaranty. Each of the Guarantors Subject to Section 25 below, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assignsGuarantors, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether Obligations. If any or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred Obligations become due and payable or an Event of Default exists, subject to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it Guarantor shall forthwith on demand pay such amount or perform such obligation at the place and in the manner Obligation as specified in the Note Purchase Agreementrelevant Loan Document or agreement governing Lender-Provided Swaps or Cash Management Services. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stayother provision of this Guaranty, injunction or other prohibition preventing such action against the Borroweramount guaranteed by each Guarantor hereunder shall be limited to the extent, if for any reason whatsoever the Borrower shall fail or be unable dulyany, punctually and fully required so that its obligations hereunder are not subject to perform and (in the case avoidance under Section 548 of the payment Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar Law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the Guaranteed Obligations) pay preceding sentence, the parties hereto intend that any rights of subrogation, indemnification or contribution that such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with Guarantor may have under this Guaranty, any other Guaranteed Obligation, whether agreement or not such failure or inability Applicable Law shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.taken into account..

The Guaranty. Each of the Guarantors hereby unconditionally guaranteesjointly and severally guarantees to the Administrative Agent, jointly with the Lenders, the Qualifying Swap Providers, the Qualifying Treasury Management Banks, and the other Guarantors and severallyholders of the Obligations as hereinafter provided, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the prompt payment of the Obligations (the “Guaranteed Obligations”) in full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise, ) strictly in accordance with the terms thereof; provided that Guarantor's liability hereunder shall not exceed the value of the principal Collateral unless an Event of Default has occurred and Make-Whole Amount is continuing under Section 9.1(a). The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and interest on (includingseverally, promptly pay the same, without limitation, interest whether any demand or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereofnotice whatsoever, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the any extension of time of payment or renewal of any of the Guaranteed Obligations) pay such amounts as and when , the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein, in any other of the Credit Documents, Swap Agreements, Treasury Management Agreements, or other documents relating to the Obligations, (a) the obligations of each Guarantor under this Agreement and the other Credit Documents #194770820_v13 shall become due be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law and (in the case of the payment of b) the Guaranteed Obligations) payable or Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingGuarantor.

The Guaranty. Each (a) The Guarantor hereby unconditionally and absolutely guarantees the full and timely payment to the applicable party of all obligations and amounts due by Holdings pursuant to Section 12 of the Guarantors hereby unconditionally guaranteesWarehouse Agreement; provided, jointly with however, that the other Guarantors and severallyGuarantor shall not guarantee (i) the repayment of the Secured Note or any Pledged Commercial Loan or the value or collectibility of any Collateral therefor (or any indemnification obligation in respect thereof), or (ii) any loss or expense incurred by the Lender as a primary obligor result of any non-payment of the Secured Note or any Pledged Commercial Loan or any action taken to seek to collect the Secured Note or any Pledged Commercial Loan (or any indemnification obligation in respect thereof). (b) The obligations of the Guarantor under this Guaranty shall not terminate upon or otherwise be reduced by an Event of Default pursuant to the Warehouse Agreement, by any amendment entered into with or without the written consent of the Guarantor to the 2 Warehouse Agreement or by any breach by any party to any such agreements of its obligations thereunder. (c) No failure on the part of the Lender to exercise, no delay in exercising, and no course of dealing with respect to, any right or remedy hereunder will operate as waiver thereof, nor will any single or partial exercise or any right or remedy hereunder preclude any other further exercise thereof or the exercise of any other rights or remedy. This Guaranty may not merely as be amended or modified except by written agreement of the Guarantor and the Lender and no consent or waiver hereunder shall be valid unless in writing and signed by the Lender. (d) This Guaranty is a suretycontinuing guarantee and (i) shall apply to all amounts guaranteed under Section 1(a) above, whenever arising, (ii) shall remain in full force and effect until payment in full or discharge of the amounts due under Sections 12 of the Warehouse Agreement and/or enforcing any rights hereunder, (iii) shall be binding upon the Guarantor and its successors and assigns and (iv) shall inure to each Holder the benefit of, and be enforceable by, the Lender and its successors, transfers transferees and assigns, the full and punctual payment and performance when due, whether at stated maturity, upon acceleration or otherwise, of the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Obligations, including, without limitation, (i) the principal of and interest whether on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of Holdings or not an allowable claimthe Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), accruing after (iii) all obligations of Holdings or the date of filing Borrower owing to any Lender or any affiliate of any petition in bankruptcyLender under any Swap Agreement or Banking Services Agreement, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower(iv) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by Holdings, the Borrower or any of the Subsidiaries under the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by Holdings and the Borrower of all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principalrespective agreements, Make-Whole Amountconditions, interest (including interest accruing both prior to covenants, and subsequent to the commencement obligations of any proceeding against or with respect to Holdings and the Borrower under any chapter of contained in the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower Holdings or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.

The Guaranty. (a) Each of the Guarantors Guarantor hereby unconditionally guarantees, jointly and severally with the other Guarantors and severallyguarantees, as a primary obligor and not merely as a surety, surety to each Holder Secured Party and its successors, transfers their respective successors and assigns, the prompt payment in full and punctual payment and performance when due, due (whether at stated maturity, upon by required prepayment, declaration, demand, by acceleration or otherwise, ) of the principal of and Make-Whole Amount interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and interest (ii) any other Debtor Relief Laws) on (includingthe Loans made by the Lenders to, without limitationand the Notes held by each Lender of, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior Obligations from time to and subsequent time owing to the commencement of Secured Parties by any proceeding against or with respect to the Borrower Loan Party under any chapter of Loan Document or any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the Bankruptcy Code), indemnification payments, expenses terms thereof (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing such obligations being referred to herein collectively as called the “Guaranteed Obligations”); provided, that, “Guaranteed Obligations” shall exclude any Excluded Swap Obligations. The Guarantors hereby jointly and severally agree that if the holders from Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Borrower, unconditionally and irrevocably, with respect to time each other Guarantor, guarantees such Guarantor’s guarantee under Section 11.01(a) of any Swap Obligations. The obligations of the Borrower under this Section 11.01(b) shall remain in full force and effect until the discharge of the Guaranteed Obligations being referred to collectively as in accordance with the “Holders of Guaranteed Obligations”)Loan Documents. Upon (xThe Borrower intends that this Section 11.01(b) the failure by the Borrower to pay punctually any such amount or perform such obligationconstitute, and (ythis Section 11.01(b) such failure continuing beyond any applicable grace shall be deemed to constitute, a guarantee or notice and cure period, other agreement for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingCommodity Exchange Act.

The Guaranty. Each of the Guarantors hereby (a) The Guarantor irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, guarantees to each Holder US Tranche Lender and its successors, transfers the Administrative Agents and their respective successors and permitted assigns, (i) the full and punctual payment of principal of and performance interest on, fees and each other amount due in respect of each US Tranche Revolving Loan and all US LC Exposure made to or for the benefit of the Additional US Borrower when due, whether at stated maturity, upon acceleration or otherwiseby acceleration, of the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) by redemption or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights other monetary obligations of the Additional US Borrower under this Guaranty Agreement and (ii) the full and punctual performance within applicable grace periods of all other obligations of the foregoing being referred to collectively as Additional US Borrower under this Agreement (collectively, the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon . (xb) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby The Guarantor further agrees that this Guaranty is constitutes an absolute, irrevocable, unconditional, present complete and continuing guaranty guarantee of payment, performance and compliance and not merely of collection. (c) The obligations of the Guarantor to make any payment under this Guaranty may be satisfied by the Guarantor causing the Additional US Borrower to make such payment. (d) The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees incurred by the US Administrative Agent or any US Tranche Lender in enforcing any of their respective rights under this Guaranty, laws or otherwise) of each Agent or any US Tranche Lender in connection with the enforcement or protection of its rights in connection with this Agreement against the Guarantor or the Additional US Borrower. (e) The Guarantor waives presentment to, demand of payment from and is not a guaranty protest to the Additional US Borrower of collectionany of the Guaranteed Obligations, and is no way conditioned upon also waives notice of acceptance of its guarantee and notice of protest for nonpayment. The obligations of the Guarantor hereunder shall not be affected by the failure of either Administrative Agent or any attempt US Tranche Lender to collect from assert any claim or demand or to enforce or exercise any right or remedy against the Additional US Borrower or any other actionPerson under the provisions of this Agreement, occurrence any other Loan Document or circumstance whatsoever. Notwithstanding otherwise. (f) To the fullest extent permitted by applicable law, the obligations of the Guarantor hereunder are absolute and unconditional and shall not be subject to any stayreduction, injunction limitation, impairment or other prohibition preventing such action against the Borrower, if termination for any reason (other than the payment in full in cash of all the Guaranteed Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense (other than a defense of payment or performance), set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or any Note, Letter of Credit, other Loan Document or otherwise. (g) The Guarantor waives any defense based on or arising out of any defense of the Additional US Borrower or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Additional US Borrower, other than the final payment in full in cash of all the Guaranteed Obligations. (h) To the fullest extent permitted by applicable law, this Guaranty shall fail continue to be effective or be unable dulyreinstated, punctually and fully to perform and (in as the case of the may be, if at any time any payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case Obligations is rescinded or must otherwise be returned by any of the payment of US Tranche Lenders upon the Guaranteed Obligations) payable insolvency, bankruptcy or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement reorganization or the NotesAdditional US Borrower or otherwise, each Guarantor will forthwith (in the case of the all as though such payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owinghad not been made.

The Guaranty. Each of the Guarantors Corporate Guarantor hereby unconditionally guarantees, jointly with the other Guarantors and severallyguarantees to Lender, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual prompt payment and performance of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. Each Corporate Guarantor hereby further agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), each Corporate Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal (collectively, the “Guaranteed Obligations”). Subject to Section 11.06 and the last sentence of this Section 11.01 below, each Corporate Guarantor hereby jointly and severally agrees, in furtherance of the foregoing and not in limitation of any other right which Lender may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of any Guaranteed Obligations to be paid when and as the same shall become due, whether at stated maturity, upon acceleration by required prepayment, declaration, acceleration, demand or otherwise, otherwise (including amounts that would become due but for the operation of the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrowerautomatic stay under Section 362(a) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification paymentseach Corporate Guarantor will, expenses upon demand pay, or cause to be paid, in cash, to Lender, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including attorneys’ fee interest which, but for any Borrower becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against such Borrower for such interest in the related bankruptcy case) and expenses) all other Guaranteed Obligations then owed to Lender as aforesaid. Notwithstanding any provision to the contrary contained herein or otherwisein any other of the Loan Documents, the Guaranteed Obligations of each Corporate Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Bankruptcy Code, and all costs and expensesother liquidation, if anyconservatorship, incurred by any Holder in connection with enforcing any rights under this Guaranty (all bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders United States or other applicable jurisdictions from time to time in effect and affecting the rights of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingcreditors generally.

The Guaranty. Each of the Guarantors Guarantor hereby unconditionally guarantees, jointly with the other Guarantors guarantees to each Lender and severallyAgent as hereinafter provided, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual prompt payment and performance of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), each Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal (collectively, the "Guaranteed Obligations"). Subject to Section 13.6 and the last sentence of this Section 13.1 below, the Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which Agent or any Lender may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of any Guaranteed Obligations to be paid when and as the same shall become due, whether at stated maturity, upon acceleration by required prepayment, declaration, acceleration, demand or otherwise, otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or any other applicable Law), the Guarantors will, upon demand pay, or cause to be paid, in cash, to Agent for the ratable benefit of Lenders, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and Make-Whole Amount and unpaid interest on such Guaranteed Obligations (includingincluding interest which, without limitationbut for any Borrower becoming the subject of a case under the Bankruptcy Code or any other applicable Law, interest would have accrued on such Guaranteed Obligations, whether or not an allowable claim, accruing after a claim is allowed against such Borrower for such interest in the date of filing of related bankruptcy case) and all other Guaranteed Obligations then owed to Agent and Lenders as aforesaid. Notwithstanding any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating provision to the Borrower) contrary contained herein or in any other of the Notes issued from time Loan Documents, the Guaranteed Obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to time, including Additional Notes issued after an aggregate amount equal to the date hereofgreatest amount that would not render such obligations subject to avoidance under the Bankruptcy Code or any other applicable Law, and all other amounts under liquidation, conservatorship, bankruptcy, assignment for the Note Purchase Agreement and all other obligationsbenefit of creditors, agreements and covenants moratorium, rearrangement, receivership, insolvency, arrangement, reorganization, or similar debtor relief laws of the Borrower now United States, Canada or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders other applicable jurisdictions from time to time in effect and affecting the rights of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingcreditors generally.

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

The Guaranty. Each (a) For valuable consideration, the receipt of which is hereby acknowledged, and to induce the Lenders to make advances to each Borrower and to issue and participate in Letters of Credit and Swing Line Loans, the Guarantors hereby absolutely and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual guarantees prompt payment and performance when due, whether at stated maturity, upon acceleration or otherwise, of the principal of and Make-Whole Amount and interest on (includingat all times thereafter, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement and all existing and future Obligations of any bankruptcy, insolvency or similar proceeding relating each Borrower to the Borrower) Administrative Agent, the Notes issued from time to timeLenders, including Additional Notes issued after the date hereofSwing Line Lender, and all other amounts any L/C Issuer or any of them, under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code)Loan Documents, indemnification paymentswhether for principal, interest, fees, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expensesHedging Obligations of any Borrower owing to any Lender or any Affiliate of any Lender under any Designated Hedging Agreement (collectively, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and ”); provided that the holders from time Guaranteed Obligations shall exclude any Excluded Swap Obligations. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to time all amounts that constitute part of the Guaranteed Obligations being referred and would be owed by any other Loan Party to collectively as any Lender under or in respect of the “Holders Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of Guaranteed Obligations”)a bankruptcy, reorganization or similar proceeding involving such other Loan Party. Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligationEach Guarantor, and (y) such failure continuing beyond any applicable grace or notice by its acceptance of this Guaranty, the Administrative Agent and cure periodeach other Lender Party, each of the Guarantors agrees hereby confirms that it shall forthwith on demand pay is the intention of all such amount Persons that this Guaranty and the Obligations of each Subsidiary Guarantor hereunder not constitute a fraudulent transfer or perform such obligation at conveyance for purposes of Debtor Relief Laws, the place 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 in the manner specified in Obligations of each Subsidiary Guarantor hereunder. To effectuate the Note Purchase Agreement. Each of foregoing intention, the Administrative Agent, the Lenders and the Guarantors hereby irrevocably agree that the Obligations of each Subsidiary Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Lender under this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other actionguaranty, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in contribute, to the case of the payment of Guaranteed Obligations) pay or cause to be paid maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the Holders, aggregate amount paid to the Lenders under or in lawful money respect of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingLoan Documents.

The Guaranty. Each (a) For valuable consideration, the undersigned (“Guarantor”) hereby unconditionally guarantees and promises to pay promptly to Western Alliance Bank, an Arizona corporation, as successor-in-interest to Bridge Bank, N.A. (“Lender”), or order, in lawful money of the Guarantors hereby unconditionally guaranteesUnited States, any and all Indebtedness of Determine, Inc., a Delaware corporation, f/k/a Selectica, Inc., and Determine Sourcing, Inc., a Delaware corporation, f/k/a Selectica Sourcing Inc., (individually and collectively, jointly with the other Guarantors and severally, as a primary obligor and not merely as a suretythe “Borrower”), to each Holder and its successors, transfers and assigns, the full and punctual payment and performance Lender when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter. Except as otherwise provided in Section 1(b) , the liability of Guarantor under this Guaranty is not limited as to the principal amount of the principal of Indebtedness guaranteed and Make-Whole Amount and interest on includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, interest whether or not an allowable claimhazardous waste indemnities), accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding and other costs and expenses relating to or arising out of the Borrower) Indebtedness. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Notes issued Indebtedness or from time to time, including Additional Notes issued time renew it after the date hereofit has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and all the liability of Guarantor under this Guaranty is exclusive of Guarantor’s liability under any other amounts guaranties signed by Guarantor. If more than one individual or entity sign this Guaranty, their obligations under the Note Purchase Agreement this Guaranty shall be joint and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest several. (including interest accruing both prior to and subsequent b) Notwithstanding anything to the commencement contrary contained in this Guaranty, the maximum liability of any proceeding against or Guarantor to Lender pursuant to this Guaranty shall be an amount equal to $4,000,000.00, plus an amount equal to 90 days Finance Charge with respect to the Borrower Cash-Secured Advances II (assuming that the full amount of Cash-Secured Advances II available under any chapter of the Bankruptcy CodeFinancing Agreement (as hereinafter defined), indemnification paymentsare outstanding at all times), expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by plus any Holder in connection with enforcing any rights amounts owing under Section 24 of this Guaranty (all of the foregoing being referred to collectively as collectively, the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed ObligationsAmount”). Upon . (xc) Notwithstanding anything to the failure by the Borrower to pay punctually any such amount or perform such obligationcontrary contained in this Guaranty, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty shall terminate on April 30, 2018, unless prior to that date demand for payment is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingmade.

The Guaranty. Each In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Subsidiary Guarantors from the extensions of credit hereunder, each of Subsidiary Guarantors hereby agrees with Administrative Agent and Lenders as follows: Subsidiary Guarantor hereby unconditionally guarantees, and irrevocably jointly with the other Guarantors and severally, severally guarantees as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, surety the full and punctual prompt payment and performance when due, whether at stated upon maturity, upon by acceleration or otherwise, of any and all Obligations of Borrower to Administrative Agent and Lenders. If any or all of the principal Obligations of Borrower to Administrative Agent and Make-Whole Amount Lenders becomes due and interest payable hereunder, each Subsidiary Guarantor unconditionally promises to pay such indebtedness to Administrative Agent and Lenders, on order, or demand, together with any and all reasonable expenses which may be incurred by Administrative Agent or Lenders in collecting any of the Obligations. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, to the extent the obligations of a Subsidiary Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, interest because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Subsidiary 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). Each Subsidiary Guarantor’s maximum Obligations hereunder (the “Maximum Guarantor Liability”) in any case or proceeding referred to below (but only in such a case or proceeding) shall not an allowable claim, accruing after be in excess of: (i) in a case or proceeding commenced by or against such Subsidiary Guarantor under the Bankruptcy Code on or within one year from the date of filing of on which any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now Obligations are incurred, the maximum amount that would not otherwise cause the Obligations of such Subsidiary Guarantor under this Subsection 9.19 (or hereafter existing any other obligations of such Subsidiary Guarantor to Administrative Agent, Lenders and any other Third Amended and Restated Credit Agreement/D&E Communications, Inc. Person holding any of the Obligations) to be avoidable or unenforceable against such Subsidiary Guarantor under (A) Section 548 of the Note Purchase Agreement whether for principal, Make-Whole Amount, interest Bankruptcy Code or (including interest accruing both prior to and subsequent to the commencement B) any state fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceeding by virtue of any proceeding against or with respect to the Borrower under any chapter Section 544 of the Bankruptcy Code); or (ii) in a case or proceeding commenced by or against such Subsidiary Guarantor under the Bankruptcy Code subsequent to one year from the date on which any of the Obligations of such Subsidiary Guarantor are incurred, indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights the maximum amount that would not otherwise cause the Obligations of such Subsidiary Guarantor under this Guaranty Subsection 9.19 (all or any other obligations of such Subsidiary Guarantor to Administrative Agent, Lenders and any other Person holding any of the foregoing being referred Obligations) to collectively as be avoidable or unenforceable against such Subsidiary Guarantor under any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding by virtue of Section 544 of the “Guaranteed Obligations” and Bankruptcy Code; or (iii) in a case or proceeding commenced by or against such Subsidiary Guarantor under any law, statute or regulation other than the holders Bankruptcy Code relating to dissolution, liquidation, conservatorship, bankruptcy, moratorium, readjustment of debt, compromise, rearrangement, receivership, insolvency, reorganization or similar debtor relief from time to time in effect affecting the rights of creditors generally (collectively, “Other Debtor Relief Law”), the maximum amount that would not otherwise cause the Obligations of such Subsidiary Guarantor under this Subsection 9.19 (or any other obligations of such Subsidiary Guarantor to Administrative Agent, Lenders and any other Person holding any of the Guaranteed Obligations) to be avoidable or unenforceable against such Subsidiary Guarantor under such Other Debtor Relief Law, including, without limitation, any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding. (The substantive state or federal laws under which the possible avoidance or unenforceability of the Obligations being of such Subsidiary Guarantor under this Subsection 9.19 (or any other obligations of Subsidiary Guarantor to Administrative Agent, Lenders and any other Person holding any of the Obligations) shall be determined in any such case or proceeding shall hereinafter be referred to collectively as the “Holders of Guaranteed ObligationsAvoidance Provisions”). Upon To the extent set forth above, but only to the extent that the Obligations of such Subsidiary Guarantor under this Subsection 9.19, or the transfers made by such Subsidiary Guarantor under the Security Documents to which it is a party, would otherwise be subject to avoidance under any Avoidance Provisions if such Subsidiary Guarantor is not deemed to have received valuable consideration, fair value, fair consideration or reasonably equivalent value for such transfers or obligations, or if such transfers or Obligations of such Subsidiary Guarantor under this Subsection 9.19 would render such Subsidiary Guarantor insolvent, or leave such Subsidiary Guarantor with an unreasonably small capital or unreasonably small assets to conduct its business, or cause such Subsidiary Guarantor to have incurred debts (xor to have intended to have incurred debts) the failure by the Borrower beyond its ability to pay punctually any such amount or perform such obligationdebts as they mature, and (y) such failure continuing beyond any applicable grace or notice and cure period, in each case as of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each time any of the Guarantors hereby agrees Obligations of such Subsidiary Guarantor are deemed to have been incurred and transfers made under such Avoidance Provisions, then the Obligations shall be reduced to that amount which, after giving effect thereto, would not cause the Obligations of such Subsidiary Guarantor under this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower Subsection 9.19 (or any other actionobligations of such Subsidiary Guarantor to Administrative Agent, occurrence Lenders or circumstance whatsoever. Notwithstanding any stayother Person Third Amended and Restated Credit Agreement/D&E Communications, injunction or other prohibition preventing such action against the Borrower, if for Inc. holding any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment Obligations), as so reduced, to be subject to avoidance under such Avoidance Provisions. This paragraph is intended solely to preserve the rights hereunder of Administrative Agent, Lenders and any other Person holding any of the Guaranteed Obligations) pay Obligations to the maximum extent that would not cause the Obligations of such amounts Subsidiary Guarantor under this Subsection 9.19 to be subject to avoidance under any Avoidance Provisions, and neither such Subsidiary Guarantor nor any other Person shall have any right, defense, offset, or claim under this paragraph as and when the same shall become due and (in the case against Administrative Agent, Lenders or any other Person holding any of the payment of the Guaranteed Obligations) payable or Obligations that would not otherwise be available to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” Person under the Note Purchase Agreement Avoidance Provisions. Each Subsidiary Guarantor agrees that the Obligations of such Subsidiary Guarantor under this Subsection 9.19 may at any time and from time to time exceed the Maximum Guarantor Liability, without impairing the guaranty or any provision contained herein or affecting the Notes, each Guarantor will forthwith (in the case rights and remedies of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts Lenders and to the extent required under such Notes) on any amount due and owingAdministrative Agent hereunder.

The Guaranty. Each (a) The Owner Participant Guarantor hereby irrevocably and unconditionally guarantees to the Beneficiaries (i) the due, punctual and full payment of all obligations of the Guarantors hereby unconditionally guarantees, jointly Owner Participant which are payable by the Owner Participant under or pursuant to any of the Owner Participant Agreements and in accordance with the other Guarantors and severallyterms thereof, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, whether at stated maturity, upon by acceleration or otherwise, of the principal of without offset or deduction; and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrowerii) the Notes issued from time to time, including Additional Notes issued after due and punctual performance by the date hereofOwner Participant of, and compliance by the Owner Participant with, all other amounts under the Note Purchase Agreement and all of its other obligations, agreements covenants, and covenants undertakings contained in or arising under or pursuant to each of the Borrower now or hereafter existing under Owner Participant Agreements (the Note Purchase Agreement whether for principalobligations referred to in clauses (i) and (ii) being collectively hereinafter referred to as the "Guaranteed Obligations"); provided, Makehowever, the Guaranteed Obligations shall not include any obligations of the Owner Participant which are non-Whole Amount, interest (including interest accruing both prior to and subsequent recourse to the commencement of any proceeding against or with respect Owner Participant pursuant to the Borrower terms of the Owner Participant Agreements. Without limitation of the foregoing, in case the Owner Participant shall for any reason whatsoever fail to pay duly and punctually any payment required to be made by the Owner Participant under any chapter of the Bankruptcy Code)Owner Participant Agreements when and as the same shall be due and payable in accordance with the terms of such Owner Participant Agreements, indemnification payments, expenses (including attorneys’ fee and expenses) by acceleration or otherwise, and all costs and expensesthe Owner Participant Guarantor will immediately pay the same to the Person entitled thereto and, in addition, such further amount, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of as shall be sufficient to cover the foregoing being referred to collectively as the “Guaranteed Obligations” costs and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty expenses of collection, and is no way conditioned upon any attempt to collect from in case the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower Owner Participant shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any of its other Guaranteed Obligationobligations, whether covenants or not such failure undertakings contained in or inability shall constitute an “Event arising under or pursuant to any of Default” under the Note Purchase Agreement or Owner Participant Agreements for any reason whatsoever, the Notes, each Owner Participant Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations obligation, covenant or undertaking or cause such Guaranteed Obligations the same forthwith to be performed or complied with, . (in the case b) Without limitation of the payment of Guaranteed Obligations) together with interest (Owner Participant Guarantor's obligations hereunder, all amounts payable by the Owner Participant Guarantor hereunder shall in any event be paid immediately upon demand by the amounts respective Beneficiary entitled thereto, in immediately available funds, as such party may direct and to at the extent required under place specified by such Notes) on any amount due and owingBeneficiary.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Obligations, including, without limitation, (i) the principal of and interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating on each Loan made to the BorrowerBorrower pursuant to the Credit Agreement, (ii) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by the Borrower or any of its Subsidiaries under the Note Purchase Credit Agreement and the other Loan Documents and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all other obligationsof the agreements, agreements conditions, covenants, and covenants obligations of the Borrower now or hereafter existing under contained in the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase AgreementCredit Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is no way conditioned upon or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any attempt to collect from cost, loss or liability they incur as a result of the Borrower or any other actionof its Affiliates not paying any amount which would, occurrence but for such unenforceability, invalidity or circumstance whatsoeverillegality, have been payable by such Guarantor under this Guaranty on the date when it would have been due (but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a guaranty). Notwithstanding anything to the contrary in any stayLoan Document, injunction or other prohibition preventing such action against the Borrowerguarantee provided by each of Microchip Technology LLC and Silicon Storage Technology LLC, if for any reason whatsoever the Borrower so long as each remains a Foreign Sub Holdco, shall fail or be unable dulywithout recourse to voting Equity Interests in excess of 65%, punctually and fully to perform and (in the case aggregate, of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingMicrochip Technology Malta Limited.

The Guaranty. Each of Except as expressly set forth herein, the Guarantors Guarantor hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, guarantees to each Holder and its successors, transfers and assigns, Purchaser the full and punctual performance by Contractor (i) of the Work required under the Contract (including Upgrade Work, when and if an upgrade is ordered) and/or the payment and performance when of damages which become due, whether at stated maturity, upon acceleration owing or otherwise, of incurred under or in connection with the principal of and Make-Whole Amount and interest on Contract (including, without limitation, interest whether liquidated damages), for Contractor's failure to perform such Work (or not an allowable claimUpgrade Work, accruing after as the date case may be), in each case subject to the limitations on liability therefor expressly set forth in the Contract and (ii) of filing the covenants and other obligations of any petition in bankruptcythe Contractor under the Contract (including all warranties) (collectively, the "Guarantied Obligations"). The Guarantor and the Purchaser expressly acknowledge that, (i) subject to Section 2.5 below, default by the Contractor or the commencement failure of the Contractor to perform any bankruptcy, insolvency or similar proceeding relating to Guarantied Obligation in the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts required in each case under the Note Purchase Agreement and all other obligationsContract, agreements and covenants is a condition of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement exercise of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligationGuaranty, and (yii) such failure continuing beyond any applicable grace or notice in no event shall the Guarantied Obligations exceed the Contractor's obligations and cure periodliabilities under the Contract. The Guarantor agrees unconditionally to pay to the Purchaser, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at by the place and Purchaser, in the manner specified in and currency prescribed under the Note Purchase AgreementContract for payments by the Contractor thereunder, any and every sum or sums of money which the Contractor shall at any time be liable to pay under the Contract and which the Contractor shall have failed to pay at the time that such demand is made. Each of If the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from Purchaser requests the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully Guarantor to perform and any Guarantied Obligation (in the case of other than the payment of money) the Guaranteed Obligations) pay Guarantor may undertake to satisfy such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or obligation by causing another qualified person to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the HoldersGuarantied Obligation or, in lawful money its sole discretion, by assigning such obligation to a qualified party; provided, that such assignment shall not relieve the Guarantor of any liability for the United States performance of America, at the place specified such obligation unless and until such obligation has been completely performed. The Guarantied Obligations shall conclusively be deemed to have been created in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingreliance upon this Guaranty.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Obligations, including, without limitation, (i) the principal of and interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating on each Loan made to the BorrowerBorrower pursuant to the Credit Agreement, (ii) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by the Borrower or any of its Subsidiaries under the Note Purchase Credit Agreement and the other Loan Documents and (ii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all other obligationsof the agreements, agreements conditions, covenants, and covenants obligations of the Borrower now or hereafter existing under contained in the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase AgreementCredit Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is no way conditioned upon or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Obligations immediately on demand against any attempt to collect from cost, loss or liability they incur as a result of the Borrower or any other actionof its Affiliates not paying any amount which would, occurrence but for such unenforceability, invalidity or circumstance whatsoever. Notwithstanding any stayillegality, injunction or other prohibition preventing have been payable by such action against Guarantor under this Guaranty on the Borrower, if for any reason whatsoever date when it would have been due (but so that the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) amount payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, by each Guarantor under this indemnity will forthwith (in not exceed the case amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owinga guaranty).

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Obligations, including, without limitation, (i) the principal of and interest whether on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or not an allowable claim, accruing after the date of filing any affiliate of any petition in bankruptcyLender under any Swap Agreement or Banking Services Agreement, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower(iv) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by the Borrower or any of its Subsidiaries under the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all other obligationsof the agreements, agreements conditions, covenants, and covenants obligations of the Borrower now or hereafter existing under contained in the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection. Notwithstanding the foregoing or anything else contained in this Guaranty to the contrary, and is no way conditioned upon the maximum amount of Guaranteed Obligations of Apollo Global hereunder at any attempt time shall not exceed the aggregate outstanding amount of intercompany debt owing by Apollo Global to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing at such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingtime.

The Guaranty. Each of (a) Subject to Section 2(b), Section 2(c) and Section 2(d), the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, guarantees to each Holder and its successors, transfers and assigns, TOPS the full and punctual timely performance and discharge by Obligor of all payment and performance when due, whether at stated maturity, upon acceleration obligations of Obligor now existing or otherwise, of the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts hereafter arising under the Note Purchase Guaranty Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” ”), and agrees that if Obligor fails to pay any amount when and as the holders same becomes due and payable by Obligor to TOPS under the Guaranty Agreement, the Guarantor will, within ten (10) days from time and after the effectiveness of notice of such failure from TOPS or any Partner, forthwith perform and discharge any such payment obligation to time TOPS as is required to be made or done by Obligor pursuant to the terms of the Guaranteed Obligations being referred Guaranty Agreement. Subject to collectively as Section 2(b), Section 2(c) and Section 2(d), the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and guaranty in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty preceding sentence is an absolute, irrevocable, unconditional, present and continuing guaranty of performance of obligations (including the payment of money) and not of collectability and is not a guaranty of collection, and is in no way conditioned conditional or contingent upon any attempt to collect from the Borrower Obligor or upon any other action, occurrence or circumstance whatsoever. Subject to Section 2(b), Section 2(c) and Section 2(d), including the appropriate resolution of any applicable “Capital Call Disputes” as provided under Section 4.1(f) of the Partnership Agreement, it will not be necessary for TOPS or any Partner, in order to enforce such performance by the Guarantor, first to institute suit or exhaust its remedies against Obligor, any other guarantor, or any other Person liable with respect to the Guaranteed Obligations. (b) Notwithstanding anything to the contrary contained in this Section 2 or elsewhere in this Agreement, Enterprise, TEPPCO and TOPS each separately acknowledge and agree that the Guarantor will have the benefit of and the right to assert any stay, injunction or other prohibition preventing such action defenses against the Borrowerclaims of TOPS which are available to Obligor or OFLP and which would have also been available to the Guarantor if the Guarantor had been in the same contractual position as OFLP under the Partnership Agreement, if for including the appropriate resolution of any reason whatsoever applicable “Capital Call Dispute” as provided under Section 4.1(f) of the Borrower Partnership Agreement, other than defenses arising from the bankruptcy or insolvency of Obligor or OFLP. (c) This guaranty is limited in amount. Notwithstanding anything to the contrary contained in this Section 2 or elsewhere in this Agreement, Enterprise, TEPPCO and TOPS each separately acknowledge and agree that the Guarantor’s obligations under this Agreement, inclusive of all attorneys’ fees, expenses and other sums due hereunder, shall fail or be unable duly, punctually and fully to perform not exceed the difference between (i) US $700 million and (ii) any and all sums paid by Obligor under the Guaranty Agreement. (d) Notwithstanding anything to the contrary contained in this Section 2 or elsewhere in this Agreement, Enterprise, TEPPCO and TOPS each separately acknowledge and agree that the case Guarantor’s obligations under this Agreement shall terminate and be of no further force or effect upon the payment of 100% of all amounts for costs and expenses incurred on behalf of TOPS related to the Guaranteed Obligations) pay such formation of TOPS and of all amounts to be incurred by TOPS to design, construct, install and place in service the Initial Facilities as necessary to timely and when the same shall become due and (in the case satisfactorily fulfill all of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” TOPS’s obligations under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingThroughput Agreements.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Obligations, including, without limitation, (i) the principal of and interest whether or not an allowable claimon each Loan made to any Borrower pursuant to the Credit Agreement, accruing after the date of filing (ii) any obligations of any petition in bankruptcyBorrower to reimburse LC Disbursements (“Reimbursement Obligations”), or the commencement (iii) all obligations of any bankruptcyBorrower or Subsidiary owing to any Lender or any affiliate of any Lender under any Swap Agreement, insolvency or similar proceeding relating to the Borrower(iv) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by any Borrower or any of its Subsidiaries under the Note Purchase Credit Agreement, any Swap Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principalagreements, Make-Whole Amountconditions, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwisecovenants, and all costs and expenses, if any, incurred by any Holder obligations of such Borrower contained in connection with enforcing any rights under this Guaranty the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the any Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement, any Swap Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is no way conditioned upon or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Obligations immediately on demand against any attempt to collect from the cost, loss or liability they incur as a result of any Borrower or any other actionof its Affiliates not paying any amount which would, occurrence but for such unenforceability, invalidity or circumstance whatsoever. Notwithstanding any stayillegality, injunction or other prohibition preventing have been payable by such action against Guarantor under this Guaranty on the Borrower, if for any reason whatsoever date when it would have been due (but so that the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) amount payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, by each Guarantor under this indemnity will forthwith (in not exceed the case amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owinga guaranty).

The Guaranty. Each of (a) Subject to Sections 2(b) and 2(c) below, each Subsidiary Guarantor jointly and severally hereby irrevocably and unconditionally guarantees to the Guarantors hereby unconditionally guarantees, jointly with Note Purchasers and each holder the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full due and punctual payment and performance when due, whether at stated maturity, upon acceleration or otherwise, in full of (i) the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principalof, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred and interest on, and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or repurchase or by acceleration or otherwise) and (ii) any Holder in connection with enforcing any rights other sums which may become due under this Guaranty the terms and provisions of the Note Purchase Agreement and the Notes (all of the foregoing being referred to collectively as such obligations described in clauses (i) and (ii) above are herein called the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and The guaranty in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty preceding sentence is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is performance and not a guaranty of collection, collectability and is in no way conditioned conditional or contingent upon any attempt to collect from the Borrower Company, the Parent Guarantor or any other Person or upon any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against In the Borrower, if for any reason whatsoever event that the Borrower Company shall fail or be unable duly, punctually and fully so to perform and (in the case pay any of the payment of the such Guaranteed Obligations) , each Subsidiary Guarantor jointly and severally agrees to pay such amounts as and when the same shall become when due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holdersholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, at the place for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of the principal of, Make-Whole Amount, if any, or interest on, or any other amount due under, the Notes shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. Each Subsidiary Guarantor jointly and severally hereby agrees that the Notes issued in connection with the Note Purchase Agreement make reference to this Subsidiary Guaranty Agreement. Each Subsidiary Guarantor jointly and severally hereby agrees to pay and to indemnify and save the holders harmless from and against any damage, loss, cost or expense (including reasonable attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (i) any breach by any Subsidiary Guarantor, the Parent Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Parent Guaranty Agreement, the Notes or the Note Purchase Agreement, together with all expenses resulting from the compromise or perform defense of any claims or comply liabilities arising as a result of any such breach or default, and (ii) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the Parent Guaranty Agreement, the Notes or the Note Purchase Agreement. (b) It is the intent of each Subsidiary Guarantor and the holders that each Subsidiary Guarantor’s maximum obligation hereunder shall be equal to, but not in excess of: (i) in a case or proceeding commenced by or against a Subsidiary Guarantor under the Bankruptcy Code of the United States of America (the “Bankruptcy Code”), the maximum amount which would not otherwise cause the obligations hereunder (or any other obligations of such Subsidiary Guarantor to any holder) to be avoidable or unenforceable against such Subsidiary Guarantor under (A) Section 548 of the Bankruptcy Code or (B) any state fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (ii) in a case or proceeding commenced by or against a Subsidiary Guarantor under any law, statute or regulation other than the Bankruptcy Code (including, without limitation, any other bankruptcy, reorganization, arrangement, moratorium, readjustment of debt, dissolution, liquidation or similar debtor relief laws), the maximum amount which would not otherwise cause the obligations hereunder (or any other obligations of such Subsidiary Guarantor to any holder) to be avoidable or unenforceable against such Subsidiary Guarantor under such law, statute or regulation including, without limitation, any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding. The substantive laws under which the possible avoidance or unenforceability of the obligations hereunder (or any other obligations of the Subsidiary Guarantors to any holder) shall be determined in any such case or proceeding shall hereinafter be referred to as the “Avoidance Provisions”. (c) To the end set forth in Section 2(b), but only to the extent that the obligations hereunder would otherwise be subject to avoidance under the Avoidance Provisions if the Subsidiary Guarantors, or any of them, are not deemed to have received valuable consideration, fair value or reasonably equivalent value for the obligations hereunder, or if the obligations hereunder would render such Subsidiary Guarantor insolvent, or leave such Subsidiary Guarantor with such Guaranteed Obligations unreasonably small capital to conduct its business, or cause such Guaranteed Obligations Subsidiary Guarantor to have incurred debts (or to have intended to have incurred debts) beyond its ability to pay such debts as they mature, in each case as of the time any of the obligations hereunder are deemed to have been incurred under the Avoidance Provisions and after giving effect to contribution as among such Subsidiary Guarantor and other guarantors, the maximum obligations for which such Subsidiary Guarantor shall be liable hereunder shall be reduced to that amount which, after giving effect thereto, would not cause such obligations (or any other obligations of such Subsidiary Guarantor to any holder), as so reduced, to be performed or complied with, (in subject to avoidance under the case Avoidance Provisions. This Section 2(c) is intended solely to preserve the rights of the payment of Guaranteed Obligations) together with interest (in the amounts and holders hereunder to the maximum extent required that would not cause the obligations of such Subsidiary Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and neither such NotesSubsidiary Guarantor nor any other Person shall have any right or claim under this Section 2(c) on as against any amount due and owingholder that would not otherwise be available to such Person under the Avoidance Provisions.

The Guaranty. Each of (a) Subject to Section 2(b), Section 2(c) and Section 2(d), the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, guarantees to each Holder and its successors, transfers and assigns, TOPS the full and punctual timely performance and discharge (including the payment of money) by Obligor of all obligations and performance when due, whether at stated maturity, upon acceleration liabilities of Obligor now existing or otherwise, of the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts hereafter arising under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest Guaranteed Provision (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” ”) and in each case hereby agrees that if Obligor fails (i) to pay any undisputed amount when and as the holders same becomes due and payable by Obligor to TOPS under the Guaranteed Provision, or (ii) to perform and discharge in full, on a timely basis, any of its respective obligations or liabilities in accordance with the Guaranteed Provision, the Guarantor will, upon effectiveness of notice of such failure from time TOPS or any Partner, forthwith perform and discharge any such obligation or liability to time TOPS (including the payment of money) as such performance and discharge is required to be made or done by Obligor pursuant to the terms of the Guaranteed Obligations being referred Provision. Subject to collectively as Section 2(b), Section 2(c) and Section 2(d), the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and guaranty in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty preceding sentence is an absolute, irrevocable, unconditional, present and continuing guaranty of performance of obligations (including the payment of money) and not of collectability and is not a guaranty of collection, and is in no way conditioned conditional or contingent upon any attempt to collect from the Borrower Obligor or upon any other action, occurrence or circumstance whatsoever. Subject to Section 2(b), Section 2(c) and Section 2(d), including the appropriate resolution of any applicable “Capital Call Disputes” as provided under Section 4.1(f) of the Partnership Agreement, it will not be necessary for TOPS or any Partner, in order to enforce such performance by the Guarantor, first to institute suit or exhaust its remedies against Obligor, any other guarantor, or any other Person liable with respect to the Guaranteed Obligations. (b) Notwithstanding anything to the contrary contained in this Section 2 or elsewhere in this Agreement, Enterprise, TEPPCO and TOPS each separately acknowledge and agree that the Guarantor will have the benefit of and the right to assert any stay, injunction or other prohibition preventing such action defenses against the Borrower, claims of TOPS which are available to Obligor and which would have also been available to the Guarantor if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (Guarantor had been in the case same contractual position as Obligor under the Partnership Agreement, including the appropriate resolution of any applicable “Capital Call Dispute” as provided under Section 4.1(f) of the Partnership Agreement, other than defenses arising from the bankruptcy or insolvency of Obligor. (c) This guaranty is limited in amount. Notwithstanding anything to the contrary contained in this Section 2 or elsewhere in this Agreement, Enterprise, TEPPCO and TOPS each separately acknowledge and agree that the Guarantor’s obligations under this Agreement, inclusive of all attorneys’ fees, expenses and other sums due hereunder, shall not exceed the aggregate sum of US $700 million. (d) Notwithstanding anything to the contrary contained in this Section 2 or elsewhere in this Agreement, Enterprise, TEPPCO and TOPS each separately acknowledge and agree that the Guarantor’s obligations under this Agreement shall terminate and be of no further force or effect upon the payment of 100% of all amounts for costs and expenses incurred on behalf of TOPS related to the Guaranteed Obligations) pay such formation of TOPS and of all amounts to be incurred by TOPS to design, construct, install and place in service the Initial Facilities as necessary to timely and when the same shall become due and (in the case satisfactorily fulfill all of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” TOPS’s obligations under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingThroughput Agreements.

The Guaranty. Each (A) The Guarantor hereby unconditionally guaranties to and for the account of the Guarantors hereby unconditionally guaranteesTrustee for the benefit of the holders of the 1998 Bonds and to and for the benefit of the Authority as holder of the Loan Note to the extent of this Guaranty as limited by Section 2.1(C) hereof, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, (i) the full and punctual prompt payment of the principal on the Loan when and performance when as the same shall become due, whether by demand or at the stated maturitymaturity thereof, upon by acceleration or otherwise, ; (ii) the full and prompt payment of the principal of and Make-Whole Amount and interest on the Loan when and as the same shall become due and payable; (including, without limitationiii) the full and prompt payment of all principal, interest whether or not an allowable claim, accruing after and other sums due and payable on the date of filing of Loan Note and any petition in bankruptcy, or other sums when and as the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, same shall become due and all other amounts payable under the Note Purchase Agreement and all other obligationsFinancing Documents (as that term is defined in the Agreement), agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior required to and subsequent to the commencement of any proceeding against or with respect to be paid by the Borrower under any chapter the terms of the Bankruptcy CodeAgreement, whether by acceleration or otherwise (the "Obligations"), indemnification payments, expenses (including attorneys’ fee B) The Guarantor hereby expressly acknowledges and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all agrees to the terms of Article V of the foregoing being referred Indenture, a copy of which Article V is attached hereto as Exhibit A and incorporated herein to collectively as the “Guaranteed Obligations” and extent such terms affect or create the holders from time to time obligation of the Guaranteed Guarantor to make payment of the Obligations being referred and create rights of the Trustee to collectively as the “Holders of Guaranteed Obligations”). Upon enforce this Guaranty. (xC) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, The Guarantor further agrees that each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place its undertakings in subsection 2.1(A) and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is 2.1 (B) above constitutes an absolute, irrevocable, unconditional, present and continuing guaranty provided, however, that the obligation of payment and is not a guaranty of collectionthe Guarantor to pay such Obligation shall be limited to $3,000,000, provided, however, if any amounts are paid by the Guarantor to the Trustee pursuant to this Guaranty, and is no way conditioned upon the Trustee thereafter reimburses the Guarantor pursuant to Section 5.03(9) and Section 5.11 of the Indenture, this Guaranty will be reinstated by the amount of such reimbursement. The Guarantor waives any attempt right to collect from require that any resort be had by the Borrower Trustee to (i) any particular security held by the Authority or the Trustee (except as otherwise provided in the Indenture) or (ii) the performance of any other action, occurrence obligation of the Authority or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever Trustee under the Indenture. (D) If the Borrower shall fail or be unable duly, punctually and fully to perform and (default in the case of the payment of the Guaranteed Obligations) pay Obligations the Guarantor, upon demand by the Trustee without notice other than such amounts demand and without the necessity of further action on their respective parts, or Guarantor's successors or assigns, as and when the same shall become due and (in the case may be, will promptly and fully comply with the efforts of the payment Trustee to enforce this Guaranty. The Guarantor will pay all reasonable costs and expenses, including reasonable attorneys' fees, paid or incurred by the Trustee in connection with the enforcement of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case obligations of the payment of Guaranteed Obligations) pay Guarantor under this Guaranty. All payments by the Guarantor shall be made in any coin or cause to be paid such amounts to the Holders, in lawful money currency of the United States of America, at America which on the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case respective dates of payment thereof is legal tender for the payment of Guaranteed Obligationspublic and private debts within two (2) together with interest (in Business Days of demand from the amounts and to the extent required under such Notes) on any amount due and owingTrustee.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assignsGuarantors, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Obligations, including, without limitation, (i) the principal of and interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating on each Loan made to the BorrowerBorrower pursuant to the Credit Agreement, (ii) the Notes issued from time to timeobligations owing under or in connection with Facility LCs, including Additional Notes issued after the date hereof, and (iii) all other amounts payable by the Borrower under the Note Purchase Credit Agreement and the other Loan Documents, and including, without limitation, all other obligationsHedging Liabilities and obligations in respect of Funds Transfer and Deposit Account Liabilities, agreements and covenants (iv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower now or hereafter existing under contained in the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower Borrower, or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase AgreementCredit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stayother provision of this Guaranty, injunction or other prohibition preventing such action against the Borroweramount guaranteed by each Guarantor hereunder shall be limited to the extent, if for any reason whatsoever the Borrower any, required so that its obligations hereunder shall fail or not be unable duly, punctually and fully subject to perform and (in the case avoidance under Section 548 of the payment 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 Guaranteed Obligations) pay parties hereto that any rights of subrogation, indemnification or contribution which such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with Guarantor may have under this Guaranty, any other Guaranteed Obligation, whether agreement or not such failure or inability applicable law shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingtaken into account.

The Guaranty. Each of the U.S. Guarantors hereby unconditionally guaranteesjointly and severally guarantees to each Lender, jointly with the L/C Issuer, each Swap Bank, each Treasury Management Bank, the Administrative Agent and each other Guarantors and severallyholder of the Obligations as hereinafter provided, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the prompt payment of all Obligations in full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof, and each of the principal Canadian Guarantors hereby jointly and severally guarantees to each Lender, the L/C Issuer, each Swap Bank, each Treasury Management Bank, the Administrative Agent and each other holder of the Obligations as hereinafter provided, as primary obligor and Make-Whole Amount and interest on not as surety, the prompt payment of all Canadian Obligations in full when due (includingwhether at stated maturity, without limitationas a mandatory prepayment, interest whether by acceleration, as a mandatory Cash Collateralization or not an allowable claimotherwise) strictly in accordance with the terms thereof (for each Guarantor, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating subject to the Borrower) the Notes issued from time to timeproviso in this sentence, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the its “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon The Guarantors hereby further agree that if any of the Guaranteed Obligations are not paid in full when due (x) whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the failure by Guarantors will, jointly and severally, promptly pay the Borrower to pay punctually same, without any such amount demand or perform such obligationnotice whatsoever, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the any extension of time of payment or renewal of any of the Guaranteed Obligations) pay such amounts as and when , the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Secured Swap Agreements or Secured Treasury Management Agreements, (i) the obligations of each Guarantor under this Agreement and the other Loan Documents shall become due be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law or other applicable Law, (ii) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor, (iii) no Canadian Guarantor shall be liable in respect of any Non-Canadian Obligations, and (iv) the obligations of the U.S. Guarantors and the Canadian Guarantors under Section 4.01 are, in the case of any such obligations constituting Non-Canadian Obligations, joint and several among the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed ObligationU.S. Guarantors, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notesand, each Guarantor will forthwith (in the case of the payment of Guaranteed any such obligations constituting Canadian Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts joint and to the extent required under such Notes) on any amount due and owingseveral among all Guarantors.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on Obligations (other than the Excluded Swap Obligations), including, without limitation, (i) the principal of and interest whether or not an allowable claimon each Loan made to any Borrower pursuant to the Credit Agreement, accruing after the date of filing (ii) all obligations of any petition in bankruptcyBorrower owing under any Letter of Credit, or the commencement (iii) all obligations of any bankruptcyBorrower owing under any Related Swap Agreement, insolvency or similar proceeding relating to the Borrower(iv) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by the Borrowers or any other Credit Party under the Note Purchase Credit Agreement, any Related Swap Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrowers of all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principalagreements, Make-Whole Amountconditions, interest (including interest accruing both prior to covenants, and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter obligations of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder Borrowers contained in connection with enforcing any rights under this Guaranty the Loan Documents (all of the foregoing (other than, for the avoidance of doubt, the Excluded Swap Obligations) being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations (including the Administrative Agent) being referred to collectively as the “Holders of Guaranteed Obligations”). For the avoidance of doubt, Guaranteed Obligations shall include any amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code. Any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of any Guarantor or any Borrower (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantors, the Administrative Agent and the Holders of the Obligations that the Guaranteed Obligations should be determined without regard to any rule of law or order that may relieve the Guarantors or the Borrowers of any portion of such Guaranteed Obligations. Upon (x) the failure by the any Borrower or any other Credit Party, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement, any Related Swap Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and performance and is not a guaranty of collection. Each of the Guarantors hereby agrees that the obligations of such Guarantor hereunder are those of primary obligor, and is no way conditioned upon any attempt to collect from not merely as surety, and are independent of the Borrower or Obligations and the obligations of any other actionguarantor, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing and a separate action may be brought against such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully Guarantor to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingenforce this Guaranty.

The Guaranty. Each of the Guarantors Guarantor hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor absolutely and not merely as a surety, unconditionally guarantees to each Holder the Administrative Agent and its successors, transfers and assigns, the full and punctual Lenders the payment and performance when due, due (whether at a stated maturity, upon maturity or earlier by reason of acceleration or otherwise, ) and performance of the principal Obligations. As used in this subsection: (i) the term “Applicable Insolvency Laws” means the laws of and Make-Whole Amount and interest on the United States of America or of any State, province, nation or other governmental unit relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including, without limitation, interest whether or not an allowable claim11 U.S.C. §547, accruing after the date §548, §550 and other “avoidance” provisions of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money Title 11 of the United States Code) as applicable in any proceeding in which the validity and/or enforceability of Americathis Guaranty or any Specified Lien is in issue; and (ii) “Specified Lien” means any security interest, at mortgage, lien or encumbrance securing this Guaranty, in whole or in part. Notwithstanding any other provision of this Guaranty, if, in any proceeding, a court of competent jurisdiction determines that this Guaranty or any Specified Lien would, but for the place specified in operation of this Section, as to any Guarantor, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, this Guaranty and each such Specified Lien shall, as to such Guarantor, be valid and enforceable only to the Note Purchase Agreementmaximum extent that would not cause this Guaranty or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or perform realization by, the Administrative Agent or comply with any Lender on the guaranteed Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such Guaranteed Obligations proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or cause realization exceeds such Guaranteed Obligations limitation, and this Guaranty as limited shall in all events remain in full force and effect and be fully enforceable against the relevant Guarantor. This Section is intended solely to be performed or complied with, (in reserve the case rights of the payment of Guaranteed Obligations) together with interest (Administrative Agent and each Lender hereunder against each Guarantor in the amounts and such proceeding to the maximum extent required permitted by Applicable Insolvency Laws and no Guarantor, the Borrower nor any other guarantor of the Obligations nor any Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such Notes) on any amount due and owingproceeding.

The Guaranty. (a) Each of the Guarantors Guarantor hereby unconditionally guarantees, jointly with the other Guarantors and severally, severally guarantees to Lender as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the prompt payment of the Obligations in full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration as a mandatory prepayment, by acceleration, or otherwise) strictly in accordance with the terms thereof (the undertaking by each Guarantor under this Article XIII being, as amended from time to time, the “Facility Guaranty”). Guarantors hereby further agree that if any of the principal Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, or otherwise), Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, or otherwise) in accordance with the terms of such extension or renewal (such Obligations being the “Guaranteed Obligations”), and Make-Whole Amount agrees to pay any and interest on all expenses (including, without limitation, interest whether or not an allowable claim, accruing after the date fees and expenses of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrowercounsel) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder Lender in connection with enforcing any rights under this Facility Guaranty (all or any other Loan Document. Without limiting the generality of the foregoing being referred foregoing, each Guarantor’s liability shall extend to collectively as the “Guaranteed Obligations” and the holders from time to time all amounts that constitute part of the Guaranteed Obligations being referred and would be owed by any other Loan Party or other guarantor to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount Lender under or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each in respect of the Guarantors agrees Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of any insolvency proceeding involving such other Loan Party or other guarantor. (b) Each Guarantor and Xxxxxx, hereby confirms that it shall forthwith on demand pay is the intention of such amount Persons that this Facility Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each conveyance for purposes of the Guarantors hereby agrees that this Guaranty is an absoluteBankruptcy Code, irrevocablethe Uniform Fraudulent Conveyance Act, unconditionalthe Uniform Voidable Transactions Act, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against similar law to the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually extent applicable to this Facility Guaranty and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when Obligations of each Guarantor hereunder. To effectuate the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notesforegoing intention, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with and Lender hereby irrevocably agree that such Guaranteed Obligations and other liabilities shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each Guarantor that are relevant under the laws referred to in the first sentence hereof, and after giving effect to any collections from, any rights to receive contributions from, or cause such payments made by or on behalf of, any other Loan Party or other guarantor in respect of the Obligations under any Loan Document, result in the Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due all other DIP Loan and owing.Security Agreement 0000-0000-0000 v.

The Guaranty. Each Subject to the last sentence of this Section 2, the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, guarantees to each Holder and its successors, transfers and assigns, GulfTerra the full and punctual timely performance and discharge (including the payment of money) by the Obligor of all obligations and performance when due, whether at stated maturity, upon acceleration or otherwise, liabilities of the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether Obligor now existing or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts hereafter arising under the Note Purchase Agreement and all other obligations, agreements and covenants Article II of the Borrower now or hereafter existing under the Note Purchase Subject Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” ”) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty if the Obligor shall fail (i) to pay any Guaranteed Obligation when and as the same shall be due and payable by the Obligor to GulfTerra or (ii) timely to perform and discharge in full any other Guaranteed Obligation in accordance with the terms of the Subject Agreement, the Guarantor shall be liable to GulfTerra for such Guaranteed Obligation, and, as such, the Guarantor shall forthwith pay to GulfTerra or perform and discharge any such Guaranteed Obligation, as the case may be, as such payment or performance and discharge is required to be made or done by the Obligor pursuant to the terms of the Subject Agreement. The guarantee in the preceding sentence is an absolute, irrevocable, unconditional, present and continuing guaranty guarantee of payment and is of performance of obligations and not a guaranty of collection, collectibility and is in no way conditioned conditional or contingent upon any attempt to collect from the Borrower Obligor or upon any other action, occurrence or circumstance whatsoever. Notwithstanding any stayIt shall not be necessary for GulfTerra, injunction in order to enforce such payment or other prohibition preventing such action performance by the Guarantor, first to institute suit or exhaust its remedies against the BorrowerObligor, the Guarantor or any other Person liable with respect to any Guaranteed Obligations. Notwithstanding anything to the contrary contained in this Section 2 or elsewhere in this Guaranty, GulfTerra acknowledges and agrees that (a) the Guarantor shall have the benefit of and the right to assert any defenses against the claims of GulfTerra which are available to the Obligor and which would have also been available to the Guarantor if for any reason whatsoever the Borrower shall fail Guarantor had been in the same contractual position as the Obligor under the Subject Agreement, other than defenses arising from an event or be unable dulycircumstance referred to in clause (e) of Section 3hereof, punctually and fully or, to perform the extent related to a proceeding described in such clause (e), clause (h) of Section 3 hereof, or related to the financial condition of the Obligor, and (b) with respect to any and all of the guarantees made by the Guarantor in this Guaranty, the case of Guarantor hereby guarantees, and shall be responsible for, each performance and/or discharge obligation or liability (including the payment of the Guaranteed Obligationsmoney) pay such amounts as and when the same shall become due and (in the case of the payment Obligor now existing or hereafter arising under Article II of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Subject Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder of the below-defined Holders of Guaranteed Obligations and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise) of the Obligations, of including, without limitation, (i) the principal of and Make-Whole Amount and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrowerattorneys’ fees and expenses) and (v) the Notes issued from time to timepunctual and faithful performance, including Additional Notes issued after the date hereofkeeping, observance, and fulfillment by the Borrower of all other amounts under of the Note Purchase Agreement agreements, conditions, covenants, and all other obligations, agreements and covenants obligations of the Borrower now or hereafter existing under contained in the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower, any other Subsidiary Guarantor or any other Affiliate of the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the or pay any Guaranteed Obligations) pay such amounts Obligation as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the HoldersAdministrative Agent for application on any of the Guaranteed Obligations, in lawful money of the United States of America, at the place specified in the Note Purchase Credit Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notesthe Credit Agreement) on any amount due and owing.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assignsGuarantors, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Secured Obligations, including, without limitation, (i) the principal of and interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating on each Loan made to the BorrowerBorrowers pursuant to the Credit Agreement, (ii) obligations of the Notes issued from time to timeBorrowers owing under or in connection with Facility LCs, including Additional Notes issued after the date hereof, and (iii) all other amounts payable by the Borrowers under the Note Purchase Credit Agreement and the other Loan Documents, and including, without limitation, all other obligationsRate Management Obligations and obligations in respect of Cash Management Services (but excluding, agreements for the avoidance of doubt, all Excluded Swap Obligations), and covenants (iv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrowers of all of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principalagreements, Make-Whole Amountconditions, interest (including interest accruing both prior to covenants, and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter obligations of the Bankruptcy Code)Borrowers contained in the Loan Documents, indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and but excluding all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty the Excluded Swap Obligations (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and ”) for the holders from time to time ratable benefit of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Secured Obligations”). Each Guarantor agrees and acknowledges that it is a Borrower under the Credit Agreement, and that the Lenders have allowed certain of the Company’s Subsidiaries to constitute Borrowers under the Credit Agreement in reliance upon this Guaranty. Upon (x) the failure by the any Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any subject to all applicable grace or notice and cure periodperiods, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase AgreementCredit Agreement or the relevant other Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stayother provision of this Guaranty, injunction or other prohibition preventing such action against the Borroweramount guaranteed by each Guarantor hereunder shall be limited to the extent, if for any reason whatsoever the Borrower any, required so that its obligations hereunder shall fail or not be unable duly, punctually and fully subject to perform and (in the case avoidance under Section 548 of the payment 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 Guaranteed Obligations) pay parties hereto that any rights of subrogation, indemnification or contribution which such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with Guarantor may have under this Guaranty, any other Guaranteed Obligation, whether agreement or not such failure or inability applicable law shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingtaken into account.

The Guaranty. Each Guarantor hereby guarantees to each Secured Party, each Affiliate of a Lender that enters into a Secured Hedge Agreement, and the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severallyAdministrative Agent as hereinafter provided, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual prompt payment and performance of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), each Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal (collectively, the “Guaranteed Obligations”). Subject to Section 10.06 and the last sentence of this Section 10.01 below, the Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of any Guarantor to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, upon acceleration by required prepayment, declaration, acceleration, demand or otherwise, otherwise (including amounts that would become due but for the operation of the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrowerautomatic stay under Section 362(a) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification paymentsthe Guarantors will upon demand pay, expenses or cause to be paid, in cash, to the Administrative Agent for the ratable benefit of Secured Parties, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including attorneys’ fee and expenses) or otherwiseinterest which, and all costs and expensesbut for the Borrower’s becoming the subject of a case under the Bankruptcy Code, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “would have accrued on such Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not a claim is allowed against the Borrower for such failure interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to the Secured Parties as aforesaid. Notwithstanding any provision to the contrary contained herein or inability in any other of the Loan Documents, the Guaranteed Obligations of each Guarantor under this Agreement and the other Loan Documents shall constitute be limited to an “Event of Default” aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingDebtor Relief Laws.

The Guaranty. Each (a) In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the Guarantors direct benefits to be received by each Guarantor from the extensions of credit hereunder, each Guarantor hereby unconditionally guarantees, and irrevocably jointly with the other Guarantors and severally, severally guaranties as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, surety the full and punctual prompt payment and performance when due, whether at stated upon maturity, upon by acceleration or otherwise, of the principal of any and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating all Secured Obligations to the Borrower) Administrative Agent and the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now Secured Parties. If any or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred Secured Obligations to collectively as the “Guaranteed Obligations” Administrative Agent and the holders from time Secured Parties becomes due and payable hereunder, each Guarantor unconditionally promises to time pay such Secured Obligations to the Administrative Agent and the Secured Parties, on order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Secured Parties in collecting any of the Guaranteed Obligations being referred to collectively as the “Holders Secured Obligations. The guaranty of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and Guarantor contained in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty Article 11 is an absolute, irrevocable, unconditional, present and continuing a guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stayprovision to the contrary contained herein or in any other Credit Document, injunction to the extent the obligations of any Guarantor shall be adjudicated to be invalid or other prohibition preventing such action against the Borrower, if unenforceable for any reason whatsoever (including because of any applicable state or federal law relating to fraudulent conveyances or transfers, financial assistance or illegal asset distribution) then the Borrower obligations of such Guarantor hereunder shall fail be limited to the maximum amount that is permissible under applicable law (whether federal or be unable dulystate and including any Debtor Relief Law) (the “Maximum Guarantied Amount”). (b) The Guarantors desire to allocate amongst themselves, punctually in a fair and fully to perform and (equitable manner, their obligations arising under this Guaranty. Accordingly, in the case event any payment or distribution is made hereunder on any date by a Guarantor (a “Funding Guarantor”) that exceeds its Fair Share as of such date, that Funding Guarantor shall be entitled to a contribution from each of the payment other Guarantors in the amount of such other Guarantor’s Fair Share Shortfall as of such date, with the result that all contributions will cause each Guarantor’s Aggregate Payments to equal its Fair Share as of such date. The amounts payable as contributions hereunder shall be determined as of the Guaranteed Obligationsdate on which the related payment or distribution is made by the applicable Funding Guarantor. Each Funding Guarantor’s right of contribution under this Section 11.01(b) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts subject to the Holders, provisions of Section 11.07. The allocation among Guarantors of their obligations as set forth in lawful money this Section 11.01(b) shall not be construed in any way to limit the liability of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and any Guarantor hereunder to the extent required under such Notes) on any amount due and owingSecured Parties.

The Guaranty. Each of The Guarantor hereby irrevocably and unconditionally guarantees to Prudential the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full due and punctual payment and performance when due, whether at stated maturity, upon acceleration or otherwise, in full of (i) the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcyinsolvency, insolvency reorganization or similar proceeding like proceeding, relating to the BorrowerCompany, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and any other amounts due under the Notes issued from time to timewhen and as the same shall become due and payable (whether at stated maturity or by optional prepayment or by acceleration or otherwise) and (ii) any other sums which may become due under the terms and provisions of the Restructuring Agreement, including Additional Notes issued after the date hereofClosing Payment, Credit Facility Payment, and all other amounts under the Note Purchase Agreement Preferred Stock and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwiseWarrants issuable thereto, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty the Notes (all of such obligations described in clauses (i) and (ii) above are herein called the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and The guaranty in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty preceding sentence is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, collectibility and is in no way conditioned conditional or contingent upon any attempt to collect from the Borrower Company or any other guarantor of the Notes or other Guaranteed Obligations or upon any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against In the Borrower, if for any reason whatsoever event that the Borrower Company shall fail or be unable duly, punctually and fully so to perform and (in the case pay any of the payment of the such Guaranteed Obligations) , the Guarantor agrees to pay such amounts as and when the same shall become when due and (in the case to Prudential without demand, presentment, protest or notice of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holderskind, in lawful money of the United States of America, at the place for payment specified in the Note Purchase Notes and the Restructuring Agreement. Each default in payment of principal of or interest on any Notes shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor hereby agrees that the Notes issued in connection with the Restructuring Agreement may make reference to this guaranty. The Guarantor hereby agrees to pay and to indemnify and save Prudential harmless from and against any damage, loss, cost or expense (including, without limitation, attorneys' fees) which Prudential may incur or be subject to as a consequence, direct or indirect, of (i) any breach by the Guarantor, by the Company or by any other Transaction Party of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied withthe Restructuring Agreement, (in the case of the payment of Guaranteed Obligations) together with interest all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, and (in ii) any legal action commenced to challenge the amounts and to validity of this Guaranty Agreement, the extent required under such Notes) on any amount due and owingNotes or the Restructuring Agreement.

The Guaranty. Each of the Guarantors The Guarantor hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, guarantees the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal Obligations (other than the Excluded Swap Obligations) of and Make-Whole Amount and interest on (each of the Designated Borrowers, including, without limitation, (i) the principal of and interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating on each Loan made to the BorrowerDesignated Borrowers pursuant to the Credit Agreement, (ii) all obligations of the Notes issued from time to timeDesignated Borrowers owing under any Letter of Credit, including Additional Notes issued after (iii) all obligations of the date hereofDesignated Borrowers owing under any Related Swap Agreement, and (iv) all other amounts payable by the Designated Borrowers or any other Credit Party under the Note Purchase Credit Agreement, any Related Swap Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Designated Borrowers of all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principalagreements, Make-Whole Amountconditions, interest (including interest accruing both prior to covenants, and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter obligations of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder Designated Borrowers contained in connection with enforcing any rights under this Guaranty the Loan Documents (all of the foregoing (other than, for the avoidance of doubt, the Excluded Swap Obligations) being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations (including the Administrative Agent) being referred to collectively as the “Holders of Guaranteed Obligations”). For the avoidance of doubt, Guaranteed Obligations shall include any amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code. Any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Guarantor or any Designated Borrower (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantor, the Administrative Agent and the Holders of the Obligations that the Guaranteed Obligations should be determined without regard to any rule of law or order that may relieve the Guarantor or the Designated Borrowers of any portion of such Guaranteed Obligations. Upon (x) the failure by the Borrower Designated Borrowers or any other Credit Party, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors Guarantor agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement, any Related Swap Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors The Guarantor hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and performance and is not a guaranty of collection. The Guarantor hereby agrees that the obligations of the Guarantor hereunder are those of primary obligor, and is no way conditioned upon any attempt to collect from not merely as surety, and are independent of the Borrower or Obligations and the obligations of any other actionguarantor, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such and a separate action may be brought against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully Guarantor to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingenforce this Guaranty.

The Guaranty. (a) Each of the Subsidiary Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assignsSubsidiary Guarantors, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Secured Obligations, including, without limitation, (i) the principal of and interest whether or not an allowable claim, accruing after the date of filing of on each Loan made to any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating Borrower pursuant to the BorrowerCredit Agreement, (ii) the Notes issued from time to timeobligations owing under or in connection with Letters of Credit, including Additional Notes issued after the date hereof, and (iii) all other amounts payable by any Borrower under the Note Purchase Credit Agreement and the other Loan Documents, including, without limitation, all other obligationsobligations in respect of any Secured Cash Management Agreement, agreements obligations in respect of any Secured Hedge Agreement and covenants Foreign Subsidiary Secured Obligations, and (iv) the performance, keeping, observance, and fulfillment by any Borrower of all of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principalagreements, Make-Whole Amountconditions, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwisecovenants, and all costs and expenses, if any, incurred by any Holder obligations of such Borrower contained in connection with enforcing any rights under this Guaranty the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and ”); provided, however, that the holders from time to time definition of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”” shall not create any guarantee by any Subsidiary Guarantor of (or grant of security interest by any Subsidiary Guarantor to support, as applicable) any Excluded Swap Obligations of such Subsidiary Guarantor for purposes of determining any obligations of any Subsidiary Guarantor). Upon (x) the failure by the any Borrower or any other Subsidiary Guarantor, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond subject to any applicable grace or notice and cure period, each of the Subsidiary Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase AgreementCredit Agreement or the relevant other Loan Document, as the case may be. Each of the Subsidiary Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection. (b) Notwithstanding anything contained in this Guaranty to the contrary, no Excluded Subsidiary under subsections (f), (h) or (i) of the definition thereof shall be a Subsidiary Guarantor hereunder even if a signatory hereto and is the guaranty of such Excluded Subsidiary of any U.S. Borrower Obligation shall automatically be of no way conditioned upon any attempt to collect from force and effect; provided that nothing in this Section 2(b) shall effect the Borrower or guaranty of any other actionPerson hereunder, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing than such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingExcluded Subsidiaries.

The Guaranty. Each of the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, guarantees to each Holder and its successors, transfers and assigns, Noteholder the full due and punctual payment and performance when due, whether at stated maturity, upon acceleration or otherwise, in full of (i) the principal of and of, Make-Whole Amount Amount, if any, and interest on (including, without limitation, including interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcyinsolvency, insolvency reorganization or similar proceeding like proceeding, relating to the Borrower) Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes issued from time to time, including Additional Notes issued after when and as the date hereof, same shall become due and all payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (ii) any other amounts sums which may become due under the Note Purchase Agreement terms and all other obligations, agreements and covenants provisions of the Borrower now Note Agreement, the Notes or hereafter existing under the any other Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty Document (all of such obligations described in clauses (i) and (ii) above are herein called the foregoing being referred to collectively as the “"Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”"). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and The guaranty in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty preceding sentence is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, collectibility and is in no way conditioned conditional or contingent upon any attempt to collect from the Borrower Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against In the Borrower, if for any reason whatsoever event that the Borrower Company shall fail or be unable duly, punctually and fully so to perform and (in the case pay any of the payment of the such Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in agrees to pay the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts same when due to the HoldersNoteholders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, at the place for payment specified in the Notes and the Note Purchase Agreement. Each default in payment of principal of, Make-Whole 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 Agreement. Each Guarantor hereby agrees to pay and to indemnify and save each Noteholder harmless from and against any damage, loss, cost or expense (including attorneys' fees) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (i) any breach by such Guarantor, by any other Guarantor or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Agreement or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied withany other Note Document, (in the case of the payment of Guaranteed Obligations) together with interest all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, and (in ii) any legal action commenced to challenge the amounts and to validity or enforceability of this Guaranty Agreement, the extent required under such Notes) on , the Note Agreement or any amount due and owingother Note Document.

The Guaranty. Each of the Guarantors (a) GUARANTOR hereby unconditionally guarantees, jointly with the other Guarantors and severally, irrevocably guarantees to LENDER as a primary obligor and not merely as a suretymere surety each and all of the following: (1) BORROWER's aforementioned indebtedness in the principal sum of THIRTY-FIVE MILLION AND NO/100 ($35,000,000.00) DOLLARS, lawful money of the United States, due under the Revolving Loan and the Revolving Note (including all Advances, re-Advances, borrowings and re-borrowings under the Revolving Loan and the Revolving Note), and all extensions, modifications (including without limitation modifications increasing or decreasing the amount thereof), refinancings, renewals, substitutions, replacements and/or redatings thereof, to each Holder be repaid with interest thereon as provided in the Revolving Note; (2) the payment of Advances, re-Advances, borrowings and its successorsre-borrowings made from time to time by LENDER to BORROWER not in compliance with the Lending Formula described and defined in Article II of the Loan Agreement and/or not in compliance with the "loan value" requirements of Article II of the Loan Agreement, transfers and assignsthe interest thereon; (3) the payment of Advances, re-Advances, borrowings and re-borrowings made from time to time by LENDER to BORROWER over and above any monetary limitation on the full Revolving Loan and punctual over and above any other lending limitation contained in the Loan Agreement, and the interest thereon; (4) the payment of all Liabilities; (5) BORROWER’s obligation to indemnify LENDER from and performance when against any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever which LENDER may incur (or which may be claimed against LENDER by any person or entity whatsoever) by reason of or in connection with the execution and delivery of, or payment or failure to pay under the Revolving Loan and/or the Loan Agreement; (6) all other indebtedness, liabilities and obligations owing, arising, due and payable from BORROWER to LENDER of every kind or nature, whether absolute or contingent, due or to become due, whether at stated maturityjoint or several, upon acceleration liquidated or otherwiseunliquidated, matured or unmatured, primary or secondary, now existing or hereafter incurred, purchase money or nonpurchase money, arising under the Loan Agreement or any of the principal other Loan Documents, regardless of and Make-Whole Amount and interest on (the form or purpose of such indebtedness, liabilities or obligations, including, without limitation, interest whether all interest, commissions, checking account overdrafts, bank overdrafts, charges, expenses, attorneys' fees and obligations which BORROWER may have (under contract or not an allowable claimany applicable law) to reimburse LENDER in connection with any hedge contract, accruing after foreign exchange contract, letter of credit, indemnity or guaranty issued by LENDER to BORROWER or for BORROWER's benefit pursuant hereto; (7) the date of filing amount due upon any notes or other obligations given to, or received by, LENDER on account of any petition of the foregoing; and (8) the performance and fulfillment by BORROWER of all the terms, conditions, promises, covenants and provisions contained in bankruptcythe Loan Agreement and the other Loan Documents to which BORROWER is a party, whether now existing or hereafter arising or created. (b) The liability of GUARANTOR hereunder shall not be limited in any way. The continuing liability of GUARANTOR shall not be affected by nor shall anything herein contained be deemed to be a limitation on the nature or the commencement amount of any bankruptcy, insolvency loans or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower Advances now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest made by LENDER to BORROWER. (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expensesc) or otherwise, and all costs and expenses, if any, incurred All payments by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it GUARANTOR shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified . Each and every default in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case payment of the payment principal of, and premium, if any, and interest on the Revolving Loan and the other Liabilities shall give rise to a separate cause of Guaranteed Obligationsaction hereunder, and separate suits may be brought hereunder as each cause of action arises. (d) together with interest (in the amounts The obligations of GUARANTOR under this Guaranty shall be automatically reinstated if and to the extent required that for any reason any payment by or on behalf of BORROWER in respect of the Liabilities is rescinded or must be otherwise restored by any holder of any of the Liabilities, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and GUARANTOR agrees that it will indemnify LENDER on demand for all reasonable costs and expenses (including, without limitation, reasonable fees of counsel) incurred by LENDER in connection with any such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under such Notes) on any amount due and owingbankruptcy, insolvency or similar law. The provisions of this subsection shall survive the termination of this Guaranty.

The Guaranty. Each of the Guarantors (a) Subject to subsection (c) below, each Account Party hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor unconditionally, absolutely and not merely as a surety, to each Holder and its successors, transfers and assigns, irrevocably guarantees the full and punctual payment and performance when due, (whether at stated maturity, upon acceleration or otherwise, ) of all Obligations of each of the principal of and Make-Whole Amount and interest on (other Account Parties under the Loan Documents including, without limitation, the principal of and interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating on reimbursement obligations owing by such other Account Parties pursuant to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase this Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter Letters of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”)Credit. Upon (x) the failure by the Borrower an Account Party to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure periodamount, each of the Guarantors other Account Party agrees that it shall to pay forthwith on demand pay such the amount or perform such obligation not so paid at the place and in the manner specified in the Note Purchase this Agreement. For the avoidance of doubt, notwithstanding the limitations of subsection (c) below as to the guarantee obligations of Tempest Life, all other Account Parties at all times, including prior to the Tempest Life Effective Date, jointly and severally, unconditionally, absolutely and irrevocably guarantee the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of all Obligations of Tempest Life. (b) Each Account Party (other than the Parent), and by its acceptance of this Guaranty, the Guarantors Administrative Agent and each other Bank, hereby agrees confirms that it is the intention of all such Persons that this Guaranty is an absoluteand the obligations of each Account Party hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, irrevocablethe Uniform Fraudulent Conveyance Act, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower Uniform Fraudulent Transfer Act or any other actionsimilar foreign, occurrence federal or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and state law to the extent required applicable to this Guaranty and the obligations of each Account Party (other than the Parent) hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Banks and the Account Parties hereby irrevocably agree that the obligations of each Account Party (other than the Parent) under this Article VII at any time shall be limited to the maximum amount as will result in the obligations of such NotesAccount Party under this Guaranty not constituting a fraudulent transfer or conveyance. (c) Notwithstanding anything to the contrary in this Agreement, the guarantee made by Tempest Life under this Article VII shall not be effective until the date (the "Tempest Life Effective Date") on which Tempest Life receives the necessary direction or exemption from the Bermuda Supervisor of Insurance to the effect that any amount due liability with respect to its guaranty provided under this Article VII, until a claim or demand is made or funds are drawn against, directly or indirectly, under this Article VII, need not be recorded as a liability and owingthereby decrease its statutory capital and surplus as determinable under the Insurance Xxx 0000 of Bermuda and the related regulations. Upon the Tempest Life Effective Date, automatically and without necessity of any acknowledgment or affirmation by Tempest Life or any further action by any party, the guarantee made by Tempest Life under this Article VII shall become effective and the obligations of Tempest Life under this Article VII shall become Obligations for all purposes of this Agreement and the other Loan Documents. The Administrative Agent shall promptly notify the Banks of the date and occurrence of the Tempest Life Effective Date.

The Guaranty. Each of the Guarantors Guarantor hereby unconditionally guaranteesguaranties to Lender, jointly with the other Guarantors absolutely and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assignsunconditionally, the prompt and full and punctual payment and performance when due, whether at stated maturity, upon acceleration or otherwise, due of the indebtedness and obligations evidenced by that certain Loan and Security Agreement and that certain Note in the original principal amount of Eight Hundred Thousand Dollars ($800,000.00) executed by PhyMed in favor of Lender of even date herewith and Make-Whole Amount that certain Note in the original principal amount of Eight Hundred Thou~and interest on Dollars (including$800,000.00) executed by ESOP in favor of Lender of eve~ date herewith, without limitationand any and all renewals, interest whether or not an allowable claimmodifications, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereofand extensions thereof, and all other amounts under the Note Purchase Agreement indebtedness and all other obligationsobligations of Borrower to Lender, agreements and covenants of the Borrower whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter existing under the Note Purchase Agreement arising, whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by or arising from agreements or dealings between Lender and Borrower or by or from any Holder agreements or dealings with any third party by which Lender may be or become in connection with enforcing any rights under this Guaranty (all manner whatsoever a creditor of Borrower, wheresoever and howsoever incurred and any ultimate unpaid balance thereof and whether the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders same is from time to time reduced and thereafter increased or entirely extinguished and thereafter incurred again, and whether Borrower be bound severally or jointly, alone or with others, and whether as principal or as surety (all of the Guaranteed Obligations being which indebtedness, obligations and liabilities referred to collectively in this sentence may be referred to herein as the “Holders of Guaranteed Obligations”"Indebtedness"). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this This Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of payment, not collection, and is no way conditioned intended to be and shall be construed to be a continuing guaranty. Lender, in its sole discretion, may proceed against Guarantor with or without having instituted any demand or action against or having obtained or executed upon any attempt to collect from the judgment against Borrower or other guarantors or sureties or asserting any other action, occurrence rights against any collateral or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against security for the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingIndebtedness.

The Guaranty. Each of the Guarantors hereby unconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Obligations, including, without limitation, (i) the principal of and interest whether on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower or not an allowable claim, accruing after the date of filing any Subsidiary owing to any Lender or any affiliate of any petition in bankruptcyLender under any Swap Agreement or Banking Services Agreement, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower(iv) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by the Borrower or any of its Subsidiaries under the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all other obligationsof the agreements, agreements conditions, covenants, and covenants obligations of the Borrower now or hereafter existing under contained in the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”); provided however that the definition of Guaranteed Obligations shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining the obligations of any Guarantor hereunder. Notwithstanding the foregoing, and for the avoidance of doubt, obligations arising from Bond Xxxxxx and letter of credit facilities that are not under the Credit Agreement shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Obligations, including, without limitation, (i) the principal of and interest whether on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or not an allowable claim, accruing after the date of filing any affiliate of any petition in bankruptcyLender under any Swap Agreement or Banking Services Agreement, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower(iv) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by the Borrower or any of its Subsidiaries under the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all other obligationsof the agreements, agreements conditions, covenants, and covenants obligations of the Borrower now or hereafter existing under contained in the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stayother provision of this Guaranty, injunction or other prohibition preventing such action against the Borroweramount guaranteed by each Guarantor hereunder shall be limited to the extent, if for any reason whatsoever the Borrower any, required so that its obligations hereunder shall fail or not be unable duly, punctually and fully subject to perform and (in the case avoidance under Section 548 of the payment 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 Guaranteed Obligations) pay parties hereto that any rights of subrogation, indemnification or contribution that such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with Guarantor may have under this Guaranty, any other Guaranteed Obligation, whether agreement or not such failure or inability applicable law shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingtaken into account.

The Guaranty. Each of the Guarantors hereby Guarantor unconditionally guarantees, jointly with the other Guarantors Guarantors, and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, : (i) the full due and punctual payment and performance when due, whether at stated maturity, upon acceleration or otherwise, of the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts obligations under the Note Purchase Agreement Amended and all other obligations, agreements and covenants of the Borrower Restated Convertible Notes whether now or hereafter existing under the Note Purchase Agreement due, owing or incurred in any manner, whether for principalactual or contingent, Make-Whole Amountwhether incurred solely or jointly with any other Person and whether as principal or surety (and including all liabilities in connection with any notes, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against bills or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred other instruments accepted by any Holder in connection therewith), together in each case with enforcing any rights all renewals, modifications, consolidations or extensions thereof, and (ii) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower and the Other Credit Parties under this Guaranty or pursuant to the Amended and Restated Convertible Notes and the other Amended and Restated Convertible Note Documents (all of the foregoing such monetary and other obligations being herein collectively referred to collectively as the “Guaranteed Obligations” ”). Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (i) in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness (A) would be discharged or would be subject to a right of set-off in an amount equal to the amount paid by such Guarantor hereunder or (B) has been pledged to, and is enforceable by, Collateral Agent for the holders from time benefit of the Collateral Agent or the Holders or and (ii) under any guaranty of Indebtedness subordinated in right of payment to time the Guaranteed Obligations which guaranty contains a limitation as to a maximum amount similar to that set forth in this paragraph pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets of such Guarantor to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor pursuant to (i) applicable Law or (ii) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of the Borrower of obligations arising under guaranties by such parties (including the agreements in Article II of this Agreement). In the event that any Guarantor’s liability hereunder is limited pursuant to this paragraph to an amount that is less than the total amount of the Guaranteed Obligations, then it is understood and agreed that the portion of the Guaranteed Obligations being referred to collectively as for which such Guarantor is liable hereunder shall be the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each last portion of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingrepaid.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on Obligations (other than the Excluded Swap Obligations), including, without limitation, (i) the principal of and interest whether or not an allowable claimon the Term Loan made to any Borrower pursuant to the Credit Agreement, accruing after the date of filing (ii) all obligations of any petition in bankruptcyBorrower owing under any Related Swap Agreement, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower(iii) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by the Borrowers or any other Credit Party under the Note Purchase Credit Agreement, any Related Swap Agreement and the other Loan Documents and (iv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrowers of all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principalagreements, Make-Whole Amountconditions, interest (including interest accruing both prior to covenants, and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter obligations of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder Borrowers contained in connection with enforcing any rights under this Guaranty the Loan Documents (all of the foregoing (other than, for the avoidance of doubt, the Excluded Swap Obligations) being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations (including the Administrative Agent) being referred to collectively as the “Holders of Guaranteed Obligations”). For the avoidance of doubt, Guaranteed Obligations shall include any amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code. Any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of any Guarantor or any Borrower (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantors, the Administrative Agent and the Holders of the Obligations that the Guaranteed Obligations should be determined without regard to any rule of law or order that may relieve the Guarantors or the Borrowers of any portion of such Guaranteed Obligations. Upon (x) the failure by the any Borrower or any other Credit Party, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement, any Related Swap Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and performance and is not a guaranty of collection. Each of the Guarantors hereby agrees that the obligations of such Guarantor hereunder are those of primary obligor, and is no way conditioned upon any attempt to collect from not merely as surety, and are independent of the Borrower or Obligations and the obligations of any other actionguarantor, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing and a separate action may be brought against such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully Guarantor to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingenforce this Guaranty.

The Guaranty. Each of the Guarantors hereby unconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Obligations, including, without limitation, (i) the principal of and interest whether or not an allowable claim, accruing on each Loan made to the Borrower pursuant to the Credit Agreement (including any interest that accrues after the date of filing of any petition in bankruptcy, or the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants reorganization of the Borrower now or hereafter existing under any Guarantor (or would accrue but for the Note Purchase Agreement operation of applicable bankruptcy or insolvency laws), whether for principalor not such interest is allowed or allowable as a claim in any such proceeding) and (ii) the punctual and faithful performance, Make-Whole Amountkeeping, interest (including interest accruing both prior to observance, and subsequent to the commencement of any proceeding against or with respect to fulfillment by the Borrower under any chapter of all of the Bankruptcy Code)agreements, indemnification paymentsconditions, expenses (including attorneys’ fee and expenses) or otherwisecovenants, and all costs and expenses, if any, incurred by any Holder obligations of the Borrower contained in connection with enforcing any rights under this Guaranty the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any obligations arising from Permitted Bond Xxxxxx and Structured Repurchases and all other amounts payable under any Permitted Bond Xxxxxx and Structured Repurchases shall not be considered Guaranteed Obligations. Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase AgreementCredit Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.

The Guaranty. Each (a) For valuable consideration, the undersigned (“Guarantor”) hereby unconditionally guarantees and promises to pay promptly to Western Alliance Bank, an Arizona corporation, successor-in-interest to Bridge Bank N.A. (“Lender”), or order, in lawful money of the Guarantors hereby unconditionally guaranteesUnited States, any and all Indebtedness of Determine Inc., a Delaware corporation, f/k/a Selectica, Inc., and Determine Sourcing, Inc., a Delaware corporation, f/k/a Selectica Sourcing Inc. (individually and collectively, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the “Borrower”) to each Holder and its successors, transfers and assigns, the full and punctual payment and performance Lender when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter. Except as otherwise provided in Sections 1(b) and (c), the liability of Guarantor under this Guaranty is not limited as to the principal amount of the principal of Indebtedness guaranteed and Make-Whole Amount and interest on includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, interest whether or not an allowable claimhazardous waste indemnities), accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding and other costs and expenses relating to or arising out of the Borrower) Indebtedness. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Notes issued Indebtedness or from time to time, including Additional Notes issued time renew it after the date hereofit has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants liability of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights Guarantor under this Guaranty is exclusive of Guarantor’s liability under any other guaranties signed by Guarantor. If more than one individual or entity sign this Guaranty, their obligations under this Guaranty shall be joint and several. (all b) Notwithstanding anything to the contrary contained in this Guaranty, the maximum liability of Guarantor to Lender pursuant to this Guaranty shall be an amount equal to $4,000,000 (the “Initial Guaranteed Amount”). Lender may reduce (in its sole and absolute discretion), but not increase, the Initial Guaranteed Amount at any time during the term of this Guaranty without Guarantor’s consent by written notice to Guarantor (the Initial Guaranteed Amount as may be reduced in accordance with the foregoing being at any given time is referred to collectively herein as the “Guaranteed Obligations” and Amount”). (c) Notwithstanding anything to the holders from time contrary contained in this Guaranty, this Guaranty shall terminate on August 10, 2019 (the “Termination Date”), unless prior to time that date demand for payment is made; provided that upon the extension of the Guaranteed Obligations being referred Maturity Date (as defined in the Financing Agreement), the Termination Date shall automatically extend to collectively the date that is ten (10) days following the extended Maturity Date (as defined in the Financing Agreement) (such extension of the Termination Date, the “Holders of Guaranteed ObligationsAdditional Maturity Extension”). Upon (x) Notwithstanding the failure by immediately foregoing sentence, the Borrower to pay punctually any such amount or perform such obligationTermination Date shall in no event be later than July 30, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing2020.

The Guaranty. Each In order to induce the Lenders (which term shall include, for purposes of this Article X, any Hedging Agreement Provider and any Bank Services Provider) to enter into this Agreement and to induce Lenders to extend credit hereunder and under Participating Hedging Agreements and to provide Banking Services, and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: each of the Guarantors hereby unconditionally guarantees, and irrevocably jointly with the other Guarantors and severally, severally guarantees as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, surety the full and punctual prompt payment and performance when due, whether at stated upon maturity, upon by acceleration or otherwise, of any and all Obligations. If any or all of the principal Obligations becomes due and payable hereunder, each Guarantor unconditionally jointly and severally promises to pay such Obligations to the Administrative Agent and the Lenders, or order of the Administrative Agent or any such Lender, on demand, together with any and Make-Whole Amount all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Obligations. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, and interest on the maximum amount of liability of each Guarantor shall be limited to the maximum amount that could be asserted against such Guarantor hereunder without (i) rendering such Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the UFTA or Section 2 of the UFCA, (ii) leaving such Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (iii) leaving such Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA, and to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing because of any petition in bankruptcy, applicable state or the commencement of any bankruptcy, insolvency or similar proceeding federal law relating to fraudulent conveyances or transfers) then the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants obligations of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent each such Guarantor hereunder shall be limited to the commencement of any proceeding against maximum amount that is permissible under applicable law (whether federal or with respect to the Borrower under any chapter of state and including, without limitation, the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.

The Guaranty. Each (a) For valuable consideration, the undersigned ("Guarantor") hereby unconditionally guarantees and promises to pay promptly to Western Alliance Bank, an Arizona corporation, as successor-in-interest to Bridge Bank, N.A. ("Lender"), or order, in lawful money of the Guarantors hereby unconditionally guaranteesUnited States, any and all Indebtedness of Determine, Inc., a Delaware corporation, f/k/a Selectica, Inc., and Determine Sourcing, Inc., a Delaware corporation, f/k/a Selectica Sourcing Sourcing Inc., (individually and collectively, jointly with the other Guarantors and severally, as a primary obligor and not merely as a suretythe "Borrower"), to each Holder and its successors, transfers and assigns, the full and punctual payment and performance Lender when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter. Except as otherwise provided in Section 1(b) , the liability of Guarantor under this Guaranty is not limited as to the principal amount of the principal of Indebtedness guaranteed and Make-Whole Amount and interest on includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, interest whether or not an allowable claimhazardous waste indemnities), accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding and other costs and expenses relating to or arising out of the Borrower) Indebtedness. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Notes issued Indebtedness or from time to time, including Additional Notes issued time renew it after the date hereofit has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and all the liability of Guarantor under this Guaranty is exclusive of Guarantor's liability under any other amounts guaranties signed by Guarantor. If more than one individual or entity sign this Guaranty, their obligations under the Note Purchase Agreement this Guaranty shall be joint and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest several. (including interest accruing both prior to and subsequent b) Notwithstanding anything to the commencement contrary contained in this Guaranty, the maximum liability of any proceeding against or Guarantor to Lender pursuant to this Guaranty shall be an amount equal to $3,000,000.00, plus an amount equal to 90 days Finance Charge with respect to the Borrower Cash-Secured Advances II (assuming that the full amount of Cash-Secured Advances II available under any chapter of the Bankruptcy CodeFinancing Agreement (as hereinafter defined), indemnification paymentsare outstanding at all times), expenses plus any amounts owing under Section 25 of this Guaranty (including attorneys’ fee and expensescollectively, the "Guaranteed Amount"). (c) or otherwiseNotwithstanding anything to the contrary contained in this Guaranty, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights Guarantor's obligations under this Guaranty shall automatically and immediately terminate at such time as (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (xi) the failure by the Borrower to pay punctually any such amount or perform such obligationIndebtedness has been fully performed and indefeasibly paid in full, and (yii) such failure continuing beyond any applicable grace or notice and cure period, each all of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” Lender's obligations under the Note Purchase Financing Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owinghave been terminated.

The Guaranty. Each of the Guarantors hereby irrevocably and unconditionally guarantees, jointly and severally with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assignsGuarantors, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise) of (a) the Obligations (under and as defined in the Credit Agreement), of which include, without limitation, (i) the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of each Loan made to any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating Borrower pursuant to the BorrowerCredit Agreement and (ii) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by the Borrowers under the Note Purchase Credit Agreement and all the other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwiseLoan Documents, and (b) all costs Swap Obligations and expensesBanking Services Obligations owing to one or more Lenders or their respective Affiliates (for purposes of this Guaranty, if any, incurred by any Holder all such obligations described in connection with enforcing any rights under this Guaranty (all of the foregoing clauses (a) and (b) being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of ”); provided, however, (1) that the Guaranteed Obligations being referred shall not include or create any guarantee by any Guarantor of (or grant of security by any Guarantor to collectively support, if applicable) any Excluded Swap Obligations of such Guarantor and (2) that notwithstanding anything to the contrary herein, the liability of WOFS Assurance Limited, a Bermuda exempted company (“WOFS Assurance”), with respect to the Guaranteed Obligations shall be limited or extinguished, as applicable, to the extent necessary to ensure that WOFS Assurance, at all times, meets its minimum solvency margin and liquidity ratio pursuant to the Insurance Xxx 0000 of Bermuda and the regulations thereunder (the “Holders Insurance Act”) and sections 31A through 31C of Guaranteed Obligations”)the Insurance Act. Upon (x) the failure by the any Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond subject to any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement or the relevant other Loan Document, Swap Agreement evidencing Swap Obligations or any agreement evidencing Banking Services Obligations (a “Banking Services Agreement”) as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly and severally with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assignsGuarantors, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Secured Obligations, including, without limitation, (i) the principal of and interest whether on each Advance made to the Borrower pursuant to the Credit Agreement, (ii) any Reimbursement Obligations of the Borrower or not an allowable claimthe performance by it of such Reimbursement Obligations, accruing after (iii) all Rate Management Obligations of the date of filing Borrower owing to any Lender or any affiliate of any petition in bankruptcy, Lender under any Rate Management Transactions (any such Rate Management Transaction with any Lender or the commencement any affiliate of any bankruptcyLender being herein referred to as a "Guaranteed Rate Management Transaction") unless the Borrower and any such Lender mutually agree that any such Rate Management Transaction does not constitute a Guaranteed Rate Management Transaction hereunder, insolvency or similar proceeding relating to the Borrower(iv) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by the Borrower under the Note Purchase Agreement Credit Agreement, any Guaranteed Rate Management Transaction and the other Loan Documents, and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all other obligationsof the agreements, agreements conditions, covenants, and covenants obligations of the Borrower now or hereafter existing under contained in the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty Loan Documents (all of the foregoing being referred to collectively as the “"Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”"). Upon (x) the failure by the Borrower or any of its Affiliates to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure periodamount, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation to the Collateral Agent at the place and in the manner specified in the Note Purchase Intercreditor Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and performance and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.

The Guaranty. Each of the Guarantors (a) Subject to subsection (c) below, each Account Party hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor unconditionally, absolutely and not merely as a surety, to each Holder and its successors, transfers and assigns, irrevocably guarantees the full and punctual payment and performance when due, (whether at stated maturity, upon acceleration or otherwise, ) of all Obligations of each of the principal of and Make-Whole Amount and interest on (other Account Parties under the Loan Documents including, without limitation, the principal of and interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating on reimbursement obligations owing by such other Account Parties pursuant to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase this Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter Letters of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”)Credit. Upon (x) the failure by the Borrower an Account Party to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure periodamount, each of the Guarantors other Account Party agrees that it shall to pay forthwith on demand pay such the amount or perform such obligation not so paid at the place and in the manner specified in the Note Purchase this Agreement. For the avoidance of doubt, notwithstanding the limitations of subsection (c) below as to the guarantee obligations of Tempest Life, all other Account Parties at all times, including prior to the Tempest Life Effective Date, jointly and severally, unconditionally, absolutely and irrevocably guarantee the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of all Obligations of Tempest Life. (b) Each Account Party (other than the Parent), and by its acceptance of this Guaranty, the Guarantors Administrative Agent and each other Bank, hereby agrees confirms that it is the intention of all such Persons that this Guaranty is an absoluteand the obligations of each Account Party hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, irrevocablethe Uniform Fraudulent Conveyance Act, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower Uniform Fraudulent Transfer Act or any other actionsimilar foreign, occurrence federal or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and state law to the extent required applicable to this Guaranty and the obligations of each Account Party (other than the Parent) hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Banks and the Account Parties hereby irrevocably agree that the obligations of each Account Party (other than the Parent) under this Article VII at any time shall be limited to the maximum amount as will result in the obligations of such NotesAccount Party under this Guaranty not constituting a fraudulent transfer or conveyance. (c) Notwithstanding anything to the contrary in this Agreement, the guarantee made by Tempest Life under this Article VII shall not be effective until the date (the "Tempest Life Effective Date") on which Tempest Life receives the necessary direction or exemption from the Bermuda Supervisor of Insurance to the effect that any amount due liability with respect to its guaranty provided under this Article VII, until a claim or demand is made or funds are drawn against, directly or indirectly, under this Article VII, need not be recorded as a liability and owingthereby decrease its statutory capital and surplus as determinable under the Insurance Act 1978 of Bermuda and the related regulations. Upon the Tempest Xxxx Xxfective Date, automatically and without necessity of any acknowledgment or affirmation by Tempest Life or any further action by any party, the guarantee made by Tempest Life under this Article VII shall become effective and the obligations of Tempest Life under this Article VII shall become Obligations for all purposes of this Agreement and the other Loan Documents. The Administrative Agent shall promptly notify the Banks of the date and occurrence of the Tempest Life Effective Date.

The Guaranty. Each Subject to the last sentence of this Section 2, the Guarantors Guarantor hereby irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, guarantees to each Holder and its successors, transfers and assigns, GulfTerra the full and punctual timely performance and discharge (including the payment of money) by the Obligor of all obligations and performance when due, whether at stated maturity, upon acceleration or otherwise, liabilities of the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether Obligor now existing or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts hereafter arising under the Note Purchase Agreement and all other obligations, agreements and covenants Article II of the Borrower now or hereafter existing under the Note Purchase Subject Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” ”) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty if the Obligor shall fail (i) to pay any Guaranteed Obligation when and as the same shall be due and payable by the Obligor to GulfTerra or (ii) timely to perform and discharge in full any other Guaranteed Obligation in accordance with the terms of the Subject Agreement, the Guarantor shall be liable to GulfTerra for such Guaranteed Obligation, and, as such, the Guarantor shall forthwith pay to GulfTerra or perform and discharge any such Guaranteed Obligation, as the case may be, as such payment or performance and discharge is required to be made or done by the Obligor pursuant to the terms of the Subject Agreement. The guarantee in the preceding sentence is an absolute, irrevocable, unconditional, present and continuing guaranty guarantee of payment and is of performance of obligations and not a guaranty of collection, collectibility and is in no way conditioned conditional or contingent upon any attempt to collect from the Borrower Obligor or upon any other action, occurrence or circumstance whatsoever. Notwithstanding any stayIt shall not be necessary for GulfTerra, injunction in order to enforce such payment or other prohibition preventing such action performance by the Guarantor, first to institute suit or exhaust its remedies against the BorrowerObligor, the Guarantor or any other Person liable with respect to any Guaranteed Obligations. Notwithstanding anything to the contrary contained in this Section 2 or elsewhere in this Guaranty, GulfTerra acknowledges and agrees that (a) the Guarantor shall have the benefit of and the right to assert any defenses against the claims of GulfTerra which are available to the Obligor and which would have also been available to the Guarantor if for any reason whatsoever the Borrower shall fail Guarantor had been in the same contractual position as the Obligor under the Subject Agreement, other than defenses arising from an event or be unable dulycircumstance referred to in clause (e) of Section 3 hereof, punctually and fully or, to perform the extent related to a proceeding described in such clause (e), clause (h) of Section 3 hereof, or related to the financial condition of the Obligor, and (b) with respect to any and all of the guarantees made by the Guarantor in this Guaranty, the case of Guarantor hereby guarantees, and shall be responsible for, each performance and/or discharge obligation or liability (including the payment of the Guaranteed Obligationsmoney) pay such amounts as and when the same shall become due and (in the case of the payment Obligor now existing or hereafter arising under Article II of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Subject Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.

The Guaranty. Each of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance when due, due (whether at stated maturity, upon acceleration or otherwise, ) of the principal of and Make-Whole Amount and interest on (Obligations, including, without limitation, (i) the principal of and interest whether on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or not an allowable claim, accruing after the date of filing any affiliate of any petition in bankruptcyLender under any Swap Agreement or Banking Services Agreement, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower(iv) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts payable by the Borrower or any of its Subsidiaries under the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all other obligationsof the agreements, agreements conditions, covenants, and covenants obligations of the Borrower now or hereafter existing under contained in the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present irrevocable and continuing unconditional guaranty of payment and is not a guaranty of collection. Each of the Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is no way conditioned upon or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations immediately on demand against any attempt to collect from cost, loss or liability they incur as a result of the Borrower or any other actionof its Affiliates not paying any amount which would, occurrence but for such unenforceability, invalidity or circumstance whatsoever. Notwithstanding any stayillegality, injunction or other prohibition preventing have been payable by such action against Guarantor under this Guaranty on the Borrower, if for any reason whatsoever date when it would have been due (but so that the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) amount payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, by each Guarantor under this indemnity will forthwith (in not exceed the case amount which it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owinga guaranty).

The Guaranty. Each Guarantor hereby guarantees to each Secured Party, each Affiliate of a Lender that enters into a Secured Hedge Agreement, and the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severallyAdministrative Agent as hereinafter provided, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual prompt payment and performance of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), each Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal (collectively, the “Guaranteed Obligations”). Subject to Section 10.06 and the last sentence of this Section 10.01 below, the Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of any of the Guaranteed Obligations to be paid when and as the same shall become due, whether at stated maturity, upon acceleration by required prepayment, declaration, acceleration, demand or otherwise, otherwise (including amounts that would become due but for the operation of the principal of and Make-Whole Amount and interest on (including, without limitation, interest whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrowerautomatic stay under Section 362(a) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification paymentsthe Guarantors will, expenses upon demand pay, or cause to be paid, in cash, to the Administrative Agent for the ratable benefit of Secured Parties, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including attorneys’ fee and expenses) or otherwiseinterest which, and all costs and expensesbut for any Borrower’s becoming the subject of a case under the Bankruptcy Code, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “would have accrued on such Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not a claim is allowed against any Borrower for such failure interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to the Lenders and Secured Parties as aforesaid. Notwithstanding any provision to the contrary contained herein or inability shall constitute an “Event in any other of Default” under the Note Purchase Agreement or Loan Documents, the Notes, Guaranteed Obligations of each Guarantor will forthwith (in under this Agreement and the case of the payment of Guaranteed Obligations) pay or cause other Loan Documents shall be limited to be paid such amounts an aggregate amount equal to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with largest amount that would not render such Guaranteed Obligations or cause such Guaranteed Obligations subject to be performed or complied with, (in avoidance under the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingDebtor Relief Laws.

The Guaranty. (a) Each of the Guarantors Guarantor hereby unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor unconditionally, absolutely and not merely as a surety, to each Holder and its successors, transfers and assigns, irrevocably guarantees the full and punctual payment and performance when due, (whether at stated maturity, upon acceleration or otherwise, ) of all amounts payable by each of the principal of and Make-Whole Amount and interest on (other Borrowers under the Loan Documents including, without limitation, the principal of and interest whether or not an allowable claim(including, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrowergreatest extent permitted by law, post-petition interest) the Notes on each Note issued from time by such other Borrowers pursuant to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase this Agreement and all for reimbursement obligations with respect to Letters of Credit and fees, expenses, indemnities or any other obligations, agreements and covenants of the Borrower whether now existing or hereafter existing under the Note Purchase Agreement incurred, created or arising and whether for principaldirect or indirect, Make-Whole Amountabsolute or contingent, interest (including interest accruing both prior or due or to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”)become due. Upon (x) the failure by the a Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure periodamount, each of the Guarantors other Guarantor agrees that it shall to pay forthwith on demand pay such the amount or perform such obligation not so paid at the place and in the manner specified in this Agreement. (b) Each Guarantor (other than the Note Purchase AgreementParent), and by its acceptance of this Guaranty, the Administrative Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor (other than the Parent) hereunder. Each of To effectuate the foregoing intention, the Administrative Agent, the Lenders and the Guarantors hereby agrees irrevocably agree that the obligations of each Guarantor (other than the Parent) under this Article 7 at any time shall be limited to the maximum amount as will result in the obligations of such Guarantor under this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not constituting a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower fraudulent transfer or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingconveyance.

The Guaranty. Each For valuable consideration, each of the Guarantors hereby unconditionally guaranteesguarantees and promises to pay promptly to Agent for the benefit of the Guarantied Parties in lawful money of the United States, jointly with any and all Obligations of the other Guarantors and severally, as a primary obligor and not merely as a surety, to each Holder and its successors, transfers and assigns, the full and punctual payment and performance Borrower when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter. The liability of each Guarantor under this Guaranty is not limited as to the principal amount of the principal of Obligations guaranteed and Make-Whole Amount and interest on includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, interest whether hazardous waste indemnities), and other costs and expenses relating to or not an allowable claimarising out of the Obligations and for all swap, accruing after the date of filing of any petition in bankruptcyoption, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereof, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower forward obligations now or hereafter existing under owing from Borrower to Agent for the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter benefit of the Bankruptcy Code)Guarantied Parties. The liability of each Guarantor is continuing and relates to any Obligations, indemnification payments, expenses (including attorneys’ fee and expenses) those arising under successive transactions which shall either continue the Obligations or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time renew it after it has been satisfied. This Guaranty replaces and supersedes that certain Master Guaranty dated as of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually March 12, 2004, but is otherwise cumulative and does not supersede any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each other outstanding guaranties of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at related to the place Obligations, and in the manner specified in the Note Purchase Agreement. Each liability of the Guarantors hereby agrees that each Guarantor under this Guaranty is an absoluteexclusive of such Guarantor's liability under any other guaranties signed by such Guarantor. Each Guarantor agrees that its obligations under this Guaranty shall be joint and several with those of all other Guarantors. Each Guarantor's liability hereunder shall not exceed at any one time the largest amount during the period commencing with Guarantor's execution of this Guaranty and thereafter that would not render such Guarantor's obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower United States Code) or any other action, occurrence or circumstance whatsoever. Notwithstanding comparable provisions of any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of the Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of the Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owingapplicable state law.

The Guaranty. (a) Each of the Subsidiary Guarantors hereby unconditionally guaranteesjointly and severally guarantees to each Lender, jointly with the other Guarantors each Swap Bank, each Treasury Management Bank and severallyeach Agent as hereinafter provided, as a primary obligor and not merely as a surety, to each Holder and its successorsthe prompt payment of the Obligations in full CREDIT AGREEMENT PRA GROUP, transfers and assigns, the full and punctual payment and performance INC. CHAR1\1811758v6 when due, due (whether at stated maturity, upon acceleration as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise, ) strictly in accordance with the terms thereof. The Subsidiary Guarantors hereby further agree that if any of the principal of Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Subsidiary Guarantors will, jointly and Make-Whole Amount and interest on (includingseverally, promptly pay the same, without limitation, interest whether any demand or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Borrower) the Notes issued from time to time, including Additional Notes issued after the date hereofnotice whatsoever, and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Borrower now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing both prior to and subsequent to the commencement of any proceeding against or with respect to the Borrower under any chapter of the Bankruptcy Code), indemnification payments, expenses (including attorneys’ fee and expenses) or otherwise, and all costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Note Purchase Agreement. Each of the Guarantors hereby agrees that this Guaranty is an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection, and is no way conditioned upon any attempt to collect from the Borrower or any other action, occurrence or circumstance whatsoever. Notwithstanding any stay, injunction or other prohibition preventing such action against the Borrower, if for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to perform and (in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) PRA hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and each Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Guaranteed Designated Borrower Obligations and the Canadian Borrower Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. PRA hereby further agrees that if any of the Designated Borrower Obligations or the Canadian Borrower Obligations) , as applicable, are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), PRA will promptly pay such amounts as the same, without any demand or notice whatsoever, and when the same shall become due and (that in the case of the any extension of time of payment or renewal of any of the Guaranteed Designated Borrower Obligations or the Canadian Borrower Obligations, as applicable, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) payable in accordance with the terms of such extension or renewal. (c) Notwithstanding any provision to perform the contrary contained herein or comply with in any other Guaranteed Obligationof the Loan Documents, whether Swap Contracts or Treasury Management Agreements, the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such failure or inability shall constitute an “Event of Default” obligations subject to avoidance under the Note Purchase Agreement Debtor Relief Laws or any comparable provisions of any applicable state law. (d) Notwithstanding any provision to the Notes, each Guarantor will forthwith (contrary contained herein or in the case any other of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the HoldersLoan Documents, in lawful money no event shall any Canadian Guarantor be a guarantor of any Obligations other than the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Canadian Borrower Obligations) together with interest (in the amounts and to the extent required under such Notes) on any amount due and owing.