Common use of The Guaranty Clause in Contracts

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents, the Collateral Agent Agents and the Lenders (collectively, the “Lender Creditors”) to enter into this Agreement and the Lenders to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements Agreements, in recognition of the direct benefits to be received by each Credit Agreement Party Holdings from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party Holdings hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety surety: (i) to the Lender Creditors and any applicable Indemnified Person the full and prompt payment when due, due (whether upon at the stated maturity, by acceleration or otherwise) of all Obligations described in clause (x) of the definition of “Obligations”; and (ii) to each applicable Guaranteed Creditor, the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of any and all Obligations described in clause (y) of its Relevant the definition of “Obligations” (collectively, the “Guaranteed Obligations to the Guaranteed CreditorsObligations”). If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party Holdings to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement PartyHoldings, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or 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. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 Relevant Guaranteed Party)claimant, then and in such event the respective Credit Agreement Party Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement PartyHoldings, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Partyliability, and each Credit Agreement Party Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents, the Collateral Agent Lenders and the Issuing Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements thereunder and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party the Guarantors from the proceeds Extensions of Credit hereunder and any Hedging Agreement, each of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party Guarantors hereby agrees with the Guaranteed Creditors Administrative Agent and the Lenders and the Issuing Lenders as follows: each Credit Agreement Party the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all of its Relevant Guaranteed Guarantied Credit Party Obligations owed to the Guaranteed CreditorsAdministrative Agent, the Lenders and the Issuing Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Relevant Guaranteed Guarantied Credit Party Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes become due and payable hereunderhereunder or under any Hedging Agreement with a Hedging Agreement Provider, such Credit Agreement Party, each Guarantor unconditionally and irrevocably, promises to pay such indebtedness Guarantied Credit Party Obligations to the Administrative Agent and/or Agent, the other Guaranteed CreditorsLenders, the Issuing Lenders, the Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent and Agent, the other Guaranteed Creditors Lenders, the Issuing Lenders or the Hedging Agreement Providers in collecting any of the Relevant Guaranteed Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied 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 Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Credit Agreement Party Guaranty is a guaranty of payment and performance and not of collection. This Notwithstanding any provision to the contrary contained herein or in any other of the Credit Agreement Party Guaranty is Documents (a) to the extent the obligations of a continuing one and all liabilities to which it applies or may apply under the terms hereof Guarantor shall be conclusively presumed adjudicated to have been created in reliance hereon. If claim is ever made upon be invalid or unenforceable for any Guaranteed Creditor for repayment or recovery reason (including, without limitation, because of any amount Applicable Law relating to fraudulent conveyances or amounts received in payment or on account transfers) then the obligations 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 each 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 Guarantor hereunder shall be binding upon such Credit Agreement Party, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable limited to the aforesaid payees hereunder for maximum amount that is permissible under Applicable Law (including, without limitation, the amount so repaid Bankruptcy Code or recovered its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to the same extent as if such amount had never originally been received by cover any such payeeExcluded Swap Obligations.

The Guaranty. In order (a) Each Guarantor, jointly and severally with the other Guarantors, hereby guarantees to induce the Agents, the Collateral Administrative Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition each of the direct benefits to be received by each Credit Agreement Party from the proceeds holders of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services AgreementsObligations, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees hereinafter provided, as primary obligor and not merely as surety surety, the full and prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due, due (whether upon at stated maturity, acceleration as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise, of any and all of its Relevant Guaranteed Obligations to ) strictly in accordance with the Guaranteed Creditors. If any or all of terms thereof); provided that the Relevant Guaranteed Obligations of a Guarantor shall exclude any Credit Agreement Party Excluded Swap Obligations with respect to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting Guarantor. Each Guarantor hereby further agrees that if any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is Obligations are not paid in full when due (whether at stated maturity, as a guaranty mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account renewal of any of the Relevant Guaranteed Obligations and Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the aforesaid payees repays all other Loan Documents or part of said amount by reason of other documents relating to the Obligations, (i) the obligations of the Guarantors under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any judgment, decree or order comparable provisions of any court or administrative body having jurisdiction over such payee or any of its property or applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any settlement or compromise of any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeGuarantor.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements Secured Bank Product Obligations in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Revolving Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services AgreementsSecured Bank Product Obligations, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce Each of the AgentsGuarantors hereby unconditionally guarantees, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce jointly with the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements Guarantors and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsseverally, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt punctual payment and performance when due, due (whether upon at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) any obligations of any and Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of any Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by any Borrower or any of its Relevant Guaranteed Obligations to Subsidiaries under the Guaranteed Creditors. If Credit Agreement, any or Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all of the Relevant agreements, conditions, covenants, and obligations of such Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunderBorrower or any of its Affiliates, such Credit Agreement Partyas applicable, unconditionally and irrevocably, promises to pay punctually any such indebtedness to the Administrative Agent and/or the other Guaranteed Creditorsamount or perform such obligation, and (y) such failure continuing beyond any applicable grace or ordernotice and cure period, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any each of the Relevant Guaranteed ObligationsGuarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. This Credit Agreement Party Each of the Guarantors hereby agrees that this Guaranty is a an absolute, irrevocable and unconditional 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 ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce Each of the AgentsGuarantors hereby unconditionally guarantees, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce jointly with the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements Guarantors and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsseverally, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as a primary obligor and not merely as surety a surety, to each Holder and its successors, transfers and assigns, the full and prompt punctual payment and performance when due, whether upon 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 its Relevant Guaranteed Obligations 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 Guaranteed Creditors. If 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 Relevant 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 any Credit Agreement Party to Guaranteed Obligations”). Upon (x) the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises failure by the Borrower to pay punctually any such indebtedness to the Administrative Agent and/or the other Guaranteed Creditorsamount or perform such obligation, and (y) such failure continuing beyond any applicable grace or ordernotice and cure period, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any each of the Relevant Guaranteed ObligationsGuarantors 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. This Credit Agreement Party Each of the Guarantors hereby agrees that this Guaranty is a an absolute, irrevocable, unconditional, present and continuing guaranty of payment and is not a guaranty of collection. This Credit Agreement Party Guaranty , and is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made no way conditioned upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of attempt to collect from 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 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 Borrower or any other instrument evidencing action, occurrence or circumstance whatsoever. Notwithstanding any liability 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 Relevant other Guaranteed PartyObligation, and whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Credit Agreement Party shall Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be and remain liable paid such amounts to the aforesaid payees hereunder for Holders, in lawful money of the amount so repaid United States of America, at the place specified in the Note Purchase Agreement, or recovered 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 same extent as if required under such Notes) on any amount had never originally been received by any such payeedue and owing.

The Guaranty. In order to induce Each of the AgentsGuarantors hereby irrevocably and unconditionally guarantees, the Collateral Agent jointly and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce severally with the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services AgreementsGuarantors, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt punctual payment when due, due (whether upon at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of any and all of its Relevant Guaranteed Obligations interest on each Loan made to the Guaranteed Creditors. If any Borrower pursuant to the Credit Agreement, (ii) obligations owing under or in connection with Facility LCs, and (iii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and including, without limitation, all Rate Management Obligations (but excluding, for the avoidance of doubt, all Excluded Swap Obligations) (all of the Relevant foregoing being referred to collectively as the “Guaranteed Obligations Obligations”). Upon the failure by the Borrower to pay punctually any such amount, subject to any applicable grace or notice and cure period, each of any the Guarantors agrees that it shall forthwith on demand pay such amount at the place and in the manner specified in the Credit Agreement Party to or the Guaranteed Creditors becomes due and payable hereunderrelevant other Loan Document, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to as the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which case may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any be. Each of the Relevant Guaranteed Obligations. This Credit Agreement Party Guarantors hereby agrees that this Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. This Credit Agreement Party Guaranty is a continuing one Each of the Guarantors hereby waives any and all liabilities to which it applies or may apply benefits and defenses under the terms hereof CC Section 2810 and agrees that by doing so Guarantors shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery liable even if Borrower had no liability at the time of any amount or amounts received in payment or on account execution of any of the Relevant Guaranteed Obligations and any Loan Documents or thereafter ceases to be liable. Each of the aforesaid payees repays Guarantors hereby waives any and all benefits and defenses under CC Section 2809 and agrees that by doing so Guarantors’ liability may be larger in amount and more burdensome than that of Borrower Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or part of said 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 by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention 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 parties hereto that any rights of subrogation, indemnification or contribution which such judgmentGuarantor may have under this Guaranty, decree, order, settlement any other agreement or compromise applicable law shall be binding upon such Credit Agreement Party, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeetaken into account.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party the Company from the proceeds of the Term Loans and the entering into issuance of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsthe Letters of Credit, each Credit Agreement Party the Company hereby agrees with the Guaranteed Creditors Lenders as follows: each Credit Agreement Party the Company hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Guaranteed Obligations (other than, with respect to the Company, any Excluded Swap Obligations of the Company) of the Subsidiary Borrowers to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party such Borrowers to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, the Company unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or orderLenders, on demand, together with any and all reasonable, out-of-pocket expenses which may be incurred by the Administrative Agent and or the other Guaranteed Creditors Lenders in collecting any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 Relevant Guaranteed Partythe Borrowers), then and in such event the respective Credit Agreement Party Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Partythe Company, notwithstanding any revocation of the guaranty under this Credit Agreement Party Guaranty Section 15 or any other instrument evidencing any liability of any Relevant Guaranteed PartyBorrower, and each Credit Agreement Party the Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements Secured Bank Product Obligations in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Revolving Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services AgreementsSecured Bank Product Obligations, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents, the Collateral Agent Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans Loans, the issuance of the Letters of Credit and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

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

The Guaranty. In order to induce the AgentsFor valuable consideration, the Collateral Agent undersigned ("Guarantor") hereby unconditionally guarantees and the Lenders promises to enter into this Agreement pay promptly to Bank of America, N.A., its subsidiaries and to extend credit hereunderaffiliates (collectively, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements "Bank"), or order, in recognition lawful money of the direct benefits United States, any and all Indebtedness of GSE Systems, Inc. and GSE Power Systems, Inc. (collectively, the "Borrower") to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment Bank when due, whether upon at stated maturity, upon acceleration or otherwise, and at all times thereafter. The liability of Guarantor under this Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and other costs and expenses relating to or arising out of the Indebtedness and for all Swap Obligations now or hereafter owing from Borrower to Bank. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor's liability under any other guaranties signed by Guarantor. If multiple individuals or entities sign this Guaranty, their obligations under this Guaranty shall be joint and several. If Guarantor is a subsidiary or affiliate of Borrower, Guarantor's liability hereunder shall not exceed at any one time the largest amount during the period commencing with Guarantor's execution of this Guaranty and thereafter that would not render Guarantor's obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeapplicable state law.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements Secured Hedging Obligations in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services AgreementsSecured Hedging Obligations, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors Secured Hedge Counterparties to enter into Designated Interest Rate Protection Agreements or Other Hedging Agreements, and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party Borrower from the proceeds of the Term Loans and Loans, the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services or Other Hedging Agreements, each Credit Agreement Party Borrower hereby agrees with the Guaranteed Creditors Lenders and the Secured Hedge Counterparties as follows: each Credit Agreement Party Borrower hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. For the avoidance of doubt, the “Relevant Guaranteed Obligations” of the U.S. Borrower include, without limitation, all Obligations of the Bermuda Borrower under this Agreement and such Obligations. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party either Borrower to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, each Borrower 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. This Credit Agreement Party Borrower Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the 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 Borrower 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 Borrower Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors Secured Hedge Counterparties to enter into Designated Interest Rate Protection Agreements or Other Hedging Agreements, and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans Loans, the issuance of the Letters of Credit and Bank Guaranties the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services or Other Hedging Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors Lenders and the Secured Hedge Counterparties as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. For the avoidance of doubt, the “Relevant Guaranteed Obligations” of the U.S. Borrower include, without limitation, all Obligations of the Bermuda Borrower under this Agreement and such Obligations. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such each Credit Agreement Party, 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. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct and indirect benefits to be received by each Credit Agreement Party Holdings from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party Holdings hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party Holdings to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement PartyHoldings, 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. This Credit Agreement Party Holdings Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Holdings Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 Relevant Guaranteed Partythe Borrower), then and in such event the respective Credit Agreement Party Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement PartyHoldings, notwithstanding any revocation of this Credit Agreement Party Holdings Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Partythe Borrower, and each Credit Agreement Party Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

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

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors Lenders or any of their respective Affiliates to enter into Designated Interest Rate Protection Agreements or Other Hedging Agreements, and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party the Corporation from the proceeds of the Term Loans Loans, the issuance of the Letters of Credit and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services or Other Hedging Agreements, each Credit Agreement Party the Corporation hereby agrees with the Guaranteed Creditors Lenders as follows: each Credit Agreement Party the Corporation hereby absolutely, unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, the Corporation unconditionally and irrevocably, promises to pay such indebtedness Guaranteed Obligations 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. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 (including in connection with any bankruptcy or similar proceeding) or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Corporation or any Relevant Guaranteed Partyof its Subsidiaries), then and in such event the respective Credit Agreement Party Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Partythe Corporation, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of the Corporation or any Relevant Guaranteed Partyof its Subsidiaries, this Guaranty shall be fully reinstated and each Credit Agreement Party the Corporation shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

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

The Guaranty. In order to induce the AgentsEach Guarantor, the Collateral Agent jointly and the Lenders to enter into this Agreement and to extend credit hereunderseverally, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably 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 the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed CreditorsSecured Parties. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes become due and payable hereunder, such Credit Agreement PartyGuarantor, unconditionally and irrevocably, jointly and severally, promises to pay such indebtedness Relevant Guaranteed Obligations to the Administrative Agent and/or the other Guaranteed Creditors, or orderSecured Parties, on first demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors Secured Parties in collecting any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not 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 Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor Secured Party 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 the Issuer or any Relevant other Guaranteed Party), then and in such event the respective Credit Agreement Party each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement PartyGuarantor, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of the Issuer or any Relevant other Guaranteed Party, and each Credit Agreement Party such Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. No failure or delay on the part of any Secured Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any 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 in any case shall entitle such Guarantor to any other further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Secured Party to any other or further action in any circumstances without notice or demand.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party the Company from the proceeds of the Term Loans and the entering into issuance of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsthe Letters of Credit, each Credit Agreement Party the Company hereby agrees with the Guaranteed Creditors Lenders as follows: each Credit Agreement Party the Company hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, the Company 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. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is If a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 Relevant Guaranteed Party)claimant, then and in such event the respective Credit Agreement Party Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Partythe Company, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Partyeach Designated Subsidiary Borrower, and each Credit Agreement Party the Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition Each of the direct benefits Guarantors hereby jointly and severally guarantees to be received by each Credit Agreement Secured Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsas hereinafter provided, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety surety, the full and prompt payment of the Secured Obligations in full when due, due (whether upon at stated maturity, acceleration as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise, of any and all of its Relevant Guaranteed Obligations to ) strictly in accordance with the Guaranteed Creditorsterms thereof. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting The Guarantors hereby further agree that if any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is Secured Obligations are not paid in full when due (whether at stated maturity, as a guaranty mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account renewal of any of the Relevant Guaranteed Obligations and Secured Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. This Guaranty is in addition to any other guaranties of the aforesaid payees repays Secured Obligations, is continuing and covers all Secured Obligations, including those arising under successive transactions which continue or increase the Secured Obligations from time to time, renew all or part of said the Secured Obligations after they have been satisfied, or create new Secured Obligations. A separate action or actions may be brought and prosecuted against any one or more guarantors, whether action is brought against Borrower or other guarantors of the Secured Obligations, and whether Borrower or others are joined in any such action. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts or Cash Management Agreements, the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount by reason of (i) equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any judgment, decree or order comparable provisions 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeapplicable state law.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party the Parent Borrower from the proceeds of the Term Loans and the entering into issuance of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsthe Letters of Credit, each Credit Agreement Party the Parent Borrower hereby agrees with the Guaranteed Creditors Lenders as follows: each Credit Agreement Party the Parent Borrower hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Relevant Parent Borrower Guaranteed Obligations of any Credit Agreement Party Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, the Parent Borrower 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 Parent Borrower Guaranteed Obligations. This Credit Agreement Party Parent Borrower Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is If a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Parent Borrower 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)claimant, then and in such event the respective Credit Agreement Party Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Partythe Parent Borrower, notwithstanding any revocation of this Credit Agreement Party Parent Borrower Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed PartyDesignated Subsidiary Borrower, and each Credit Agreement Party the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition (a) Each of the direct benefits Domestic Guarantors hereby jointly and severally guarantees to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services AgreementsSecured Party, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety surety, the full and prompt payment of the Credit Party Obligations in full when due, due (whether upon at stated maturity, acceleration as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise, of any and all of its Relevant Guaranteed Obligations to ) strictly in accordance with the Guaranteed Creditorsterms thereof. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting The Domestic Guarantors hereby further agree that if any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is Obligations are not paid in full when due (whether at stated maturity, as a guaranty mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Domestic Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account renewal of any of the Relevant Guaranteed Credit Party Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Each of the Foreign Guarantors hereby jointly and severally guarantees to each Secured Party, as primary obligor and not as surety, the prompt payment of the Foreign Obligations and in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. Each of the Foreign Guarantors hereby further agrees that if any of such obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the aforesaid payees repays all Foreign Guarantors will, jointly and severally, promptly pay the same, without any demand or part of said amount by reason of (i) any judgmentnotice whatsoever, decree or order and that in the case of any court extension of time of payment or administrative body having jurisdiction over renewal of any of such payee obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding the foregoing, a Foreign Guarantor shall not be required to guarantee any Foreign Obligation if, in the good faith judgment of the Company, doing so would give rise to an adverse tax consequence under Section 956 of the Code. (c) Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, the obligations of each Guarantor (in its capacity as such) under this Agreement and the other Credit Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any of its property or (ii) any settlement or compromise comparable provisions 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeapplicable Law.

The Guaranty. In order to induce the AgentsGuarantor absolutely, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor to Lender the due and punctual payment in full (and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all collectibility) of the Relevant Guaranteed Obligations Obligations; provided, however, that absent fraud or willful misconduct on behalf of any Credit 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 Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and performance and not merely of collectioncollection or enforceability and shall remain in full force and effect until all of the Obligations are indefeasibly paid in full. This Credit Guarantor agrees that: (a) The obligations of Guarantor under this Agreement Party Guaranty shall be performed without demand by Lender and shall be unconditional irrespective of the genuineness, 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 the time of execution of the Note or any other Loan Document, 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 continuing one 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 liabilities 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 applies or may apply is the intent and purpose of Guarantor that the obligations under the terms hereof this Agreement shall be conclusively presumed 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 been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery by reason of any amount or amounts received in payment or on account of protection afforded to Borrower with respect to any of the Relevant Guaranteed 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 or interest on the Obligations may be extended or the Obligations may be renewed in whole or in part; (ii) 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 reducing or affecting in any manner the aforesaid payees repays all liability of Guarantor under the other provisions of this Agreement. (i) Guarantor shall have no right of, and hereby waives any claim for, subrogation or part reimbursement against Borrower or any general partner of said amount Borrower by reason of any payment by Guarantor under this Agreement, whether such right or claim arises at law or in equity or under any contract or statute, until the Obligations have been paid in full and there has expired the maximum possible period thereafter during which any payment made by Borrower to Lender with respect to the Obligations could be deemed a preference under the United States Bankruptcy Code. (ij) If any judgmentpayment by Borrower is held to constitute a preference under any applicable bankruptcy, decree insolvency, or order of any court similar laws, 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 if for any other instrument evidencing reason Lender is required to refund any sums to Borrower, such refund shall not constitute a release of any liability of any Relevant Guaranteed Party, Guarantor under this Agreement. It is the intention of Lender and each Credit Guarantor that Guarantor's obligations under this Agreement Party shall not be discharged except by Guarantor's performance of such obligations and remain liable then only to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if of such amount had never originally been received by any such payeeperformance.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party Intermediate Holdings from the proceeds of the Term Loans to be incurred by the Guaranteed Parties and the entering into issuance of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsthe Letters of Credit for the account of the Guaranteed Parties, each Credit Agreement Party Intermediate Holdings hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party Intermediate Holdings hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Guaranteed Obligations of each Guaranteed Party to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Guaranteed Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, Intermediate Holdings 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. This Credit Agreement Party Intermediate Holdings Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is If a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 Relevant Guaranteed Party)claimant, then and in such event the respective Credit Agreement Party Intermediate Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement PartyIntermediate Holdings, notwithstanding any revocation of this Credit Agreement Party Intermediate Holdings Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party Intermediate Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the AgentsEach Guarantor, the Collateral Agent jointly and the Lenders to enter into this Agreement and to extend credit hereunderseverally, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably irrevocably, until the Termination Date (or such earlier date such Guarantor is released from this Guaranty in accordance with Section 18), guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement PartyGuarantor, unconditionally and irrevocably, jointly and severally, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or 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, subject to any applicable limitations set forth in Section 13.01 of the Credit Agreement. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 Relevant Borrower or any other Guaranteed Party), then and in such event the respective Credit Agreement Party each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement PartyGuarantor, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Borrower or any other Guaranteed Party, and each Credit Agreement Party such Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. No failure or delay on the part of any Guaranteed Creditor in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Guaranteed Creditor would otherwise have. Except as otherwise required hereby or by any other Credit Document, no notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Guaranteed Creditor to any other or further action in any circumstances without notice or demand.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and Loans, the entering into issuance of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsthe Letters of Credit, each Credit Agreement Party Guarantor hereby agrees with the Guaranteed Creditors Lenders as follows: each Credit Agreement Party Guarantor hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party Guarantor to the Guaranteed Creditors becomes due and payable hereunder, such each Credit Agreement Party, Party Guarantor 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. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 Relevant Guaranteed Partythe Borrower), then and in such event the respective Credit Agreement Party Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement PartyParty Guarantor, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Partythe Borrower, and each Credit Agreement Party Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order The Guarantor hereby irrevocably and unconditionally guarantees to induce each Noteholder the Agentsdue and punctual payment in full of (i) the principal of, Make-Whole Amount, if any, and interest on (including interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Collateral Agent Notes when and as the Lenders to enter into this Agreement same shall become due and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received payable (whether at stated maturity or by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, required or optional prepayment or by acceleration or otherwise, of ) and (ii) any other sums which may become due under the terms and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all provisions of the Relevant Guaranteed Obligations of Note Agreement, the Notes or any Credit Agreement Party to other Note Document (all such obligations described in clauses (i) and (ii) above are herein called 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"). This Credit Agreement Party Guaranty The guaranty in the preceding sentence is a an absolute, present and continuing guaranty of payment and not of collection. This Credit Agreement Party Guaranty collectibility and is a continuing one and all liabilities to which it applies in no way conditional or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made contingent upon any attempt to collect from the Company or any other guarantor of the Notes or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Creditor for repayment Obligations, the Guarantor agrees to pay the same when due to the Noteholders entitled thereto, without demand, presentment, protest or recovery notice of any amount or amounts received kind, in lawful money of the United States of America, at the place for payment specified in the Notes and the Note Agreement. Each default in payment of principal of, Make-Whole Amount, if any, or interest on account any Note shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. The Guarantor hereby agrees that the Notes issued in connection with the Note Agreement may make reference to this Guaranty Agreement. The Guarantor hereby agrees to pay and to indemnify and save each Noteholder harmless from and against any of the Relevant Guaranteed Obligations and any of the aforesaid payees repays all damage, loss, cost or part of said amount by reason expense (including attorneys' fees) which such Noteholder may incur or be subject to as a consequence, direct or indirect, of (i) any judgment, decree breach by the Guarantor or order by the Company of any court warranty, covenant, term or administrative body having jurisdiction over such payee condition in, or the occurrence of any default under, this Guaranty Agreement, the Notes, the Note Agreement or any other Note Document, together with all expenses resulting from the compromise or defense of its property any claims or liabilities arising as a result of any such breach or default, and (ii) any settlement legal action commenced to challenge the validity 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 enforceability of this Credit Guaranty Agreement, the Notes, the Note Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeNote Document.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors Lenders or any of their respective Affiliates to enter into Designated Interest Rate Protection Agreements or Other Hedging Agreements, and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party Holdings from the proceeds of the Term Loans Loans, the issuance of the Letters of Credit and Bank Guaranties and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services or Other Hedging Agreements, each Credit Agreement Party Holdings hereby agrees with the Guaranteed Creditors Lenders as follows: each Credit Agreement Party Holdings hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Holdings Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Holdings Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, Holdings 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 Holdings Guaranteed Obligations. This Credit Agreement Party Holdings Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Holdings Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Holdings Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers and any Relevant other Holdings Guaranteed Party), then and in such event the respective Credit Agreement Party Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement PartyHoldings, notwithstanding any revocation of this Credit Agreement Party Holdings Guaranty or any other instrument evidencing any liability of either Borrower or any Relevant other Holdings Guaranteed Party, and each Credit Agreement Party Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors Lenders or any of their respective Affiliates to enter into Designated Interest Rate Protection Agreements or Other Hedging Agreements, and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party Guarantor from the proceeds of the Term Loans Loans, the issuance of the Letters of Credit and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services or Other Hedging Agreements, each Credit Agreement Party Guarantor hereby agrees with the Guaranteed Creditors Lenders as follows: each Credit Agreement Party Guarantor hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party Guarantor to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, each Guarantor 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. This Credit Agreement Party Borrower Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the 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 Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement PartyGuarantor, notwithstanding any revocation of this Credit Agreement Party Borrower Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents(a) For valuable consideration, the Collateral Agent undersigned (“Guarantor”) hereby unconditionally guarantees and promises to pay promptly to Bridge Bank, N.A. (“Lender”), or order, in lawful money of the Lenders to enter into this Agreement United States, any and to extend credit hereunderall Indebtedness of Selectica, Inc., a Delaware corporation, and Selectica Sourcing Inc., a Delaware corporation (individually and collectively, jointly and severally the “Borrower”) to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment Lender when due, whether upon 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 Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and other costs and expenses relating to or arising out of the Indebtedness. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and all does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor’s liability under any other guaranties signed by Guarantor. If more than one individual or entity sign this Guaranty, their obligations under this Guaranty shall be joint and several. (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 (the amount guaranteed hereunder at any given time is referred to as the “Guaranteed Amount”) (c) Notwithstanding anything to the contrary contained in this Guaranty, this Guaranty shall terminate on the second anniversary of its Relevant Guaranteed Obligations date of execution, unless prior to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 that date (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property demand for payment is made or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant the 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable Amount is reduced 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$0.

The Guaranty. In order (a) Each Guarantor hereby jointly and severally guarantees to induce the Agentseach Lender, the Collateral Agent each Swap Bank, each Treasury Management Bank, and the Lenders to enter into this Agreement and to extend credit hereunderAdministrative Agent as hereinafter provided, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety surety, the full and prompt payment of the Obligations in full when due, due (whether upon at stated maturity, acceleration as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization, or otherwise) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting if any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is Obligations are not paid in full when due (whether at stated maturity, as a guaranty mandatory prepayment, by acceleration, as a mandatory Cash Collateralization, or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that, in the case of any extension of time of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account renewal of any of the Relevant Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization, or otherwise) in accordance with the terms of such extension or renewal. The Borrower hereby guarantees any Additional Obligations (determined before giving effect to this Section 4.01 and Section 4.08) under the Guaranty. (b) Notwithstanding any of provision to the aforesaid payees repays all contrary contained in this Agreement or part of said amount by reason of any other Loan Document: (i) any judgmentthe Guaranty of each Guarantor (other than the Parent Guarantor) provided pursuant to this Article IV shall be limited to the payment of the Obligations as described in clause (a) above if, decree and to the extent that, such Obligations become due or order of any court or administrative body having jurisdiction over such payee or any of its property or payable solely at all times during the CSAG Period; and (ii) Swap Contracts or Treasury Management Agreements, the obligations of each Guarantor and the Borrower under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any settlement or compromise comparable provisions 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeapplicable state Law.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party Parent Borrower from the proceeds of the Term Loans to be incurred by Arch Europe and the entering into issuance of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsthe Letters of Credit for the account of Arch Europe, each Credit Agreement Party the Parent Borrower hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party the Parent Borrower hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Guaranteed Obligations of Arch Europe to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party Arch Europe to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, the Parent Borrower 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. This Credit Agreement Party Parent Borrower Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is If a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 Relevant Guaranteed Party)claimant, then and in such event the respective Credit Agreement Party Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Partythe Parent Borrower, notwithstanding any revocation of this Credit Agreement Party Parent Borrower Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed PartyArch Europe, and each Credit Agreement Party the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

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

The Guaranty. In order to induce the each of the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements Post Petition Swap Agreements, and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party Holdings from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Post Petition Swap Agreements, each Credit Agreement Party Holdings hereby agrees with the Guaranteed Creditors primary, absolute and unconditional, as follows: each Credit Agreement Party Holdings hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Holdings Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Holdings Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, Holdings unconditionally and irrevocably, 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 Holdings Guaranteed Obligations. This Credit Agreement Party Holdings Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Holdings Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Holdings Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers and any Relevant other Holdings Guaranteed Party), then and in such event the respective Credit Agreement Party Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement PartyHoldings, notwithstanding any revocation of this Credit Agreement Party Holdings Guaranty or any other instrument evidencing any liability of each Borrower or any Relevant other Holdings Guaranteed Party, and each Credit Agreement Party Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements, Designated Hedge Agreements and Designated Treasury Services Agreements in recognition of the direct and indirect benefits to be received by each Credit Agreement Party Holdings and the MLP from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements, Designated Hedge Agreements and Designated Treasury Services Agreements, Holdings and the MLP each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: follows (in the case of the MLP for this entire Section 14 upon accession to this Agreement): Holdings and the MLP each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party Holdings or the MLP to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Partyeach of Holdings and the MLP, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 Relevant Guaranteed Partythe Borrower), then and in such event each of Holdings and the respective Credit Agreement Party MLP agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement PartyHoldings and the MLP, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Partythe Borrower, and Holdings and the MLP shall each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce Each of the AgentsGuarantors hereby absolutely, the Collateral Agent irrevocably and the Lenders to enter into this Agreement and to extend credit hereunderunconditionally guarantees, and to induce jointly with the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements Guarantors and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsseverally, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as a primary obligor and not merely as surety surety, the full and prompt punctual payment and performance when due, due (whether upon at stated maturity, upon acceleration or otherwise) of the following (collectively, the “Guaranteed Obligations”): (a) all Obligations of the Foreign Borrowers, including, without limitation, (i) the principal of and interest on each Loan made to any Foreign Borrower pursuant to the Credit Agreement, (ii) fees on each Letter of Credit issued to any Foreign Borrower pursuant to the Credit Agreement, (iii) any obligations of any Foreign Borrower to reimburse LC Disbursements and to provide cash collateral with respect to Letters of Credit, (iv) all other fees and other amounts payable by any Foreign Borrower under the Loan Documents, and (v) the punctual and faithful performance, keeping, observance, and fulfillment by each Foreign Borrower of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed 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 Credit Agreement Party 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 such Guarantor. Without limiting the generality of the foregoing, the “Guaranteed Creditors becomes due Obligations” shall include all interest, fees and payable hereunderother amounts described in foregoing definition accruing during the pendency of any bankruptcy, insolvency, receivership, examinership or other similar proceeding, regardless of whether allowed or allowable in such Credit Agreement Party, unconditionally and irrevocably, promises proceeding. Upon (x) the failure by any Foreign Borrower to pay punctually any such indebtedness to the Administrative Agent and/or the other Guaranteed Creditorsamount or perform such obligation, and (y) such failure continuing beyond any applicable grace or ordernotice and cure period, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any each of the Relevant Guaranteed ObligationsGuarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the relevant Loan Document, Swap Agreement or Banking Services Agreement. This Credit Agreement Party Each of the Guarantors hereby agrees that this Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance 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 As used in this Guaranty, the following terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.meanings specified below:

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

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements thereunder and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party the Guarantors from the proceeds Extensions of Credit hereunder and any Hedging Agreement, each of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party Guarantors hereby agrees with the Guaranteed Creditors Administrative Agent and the Lenders as follows: each Credit Agreement Party the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all of its Relevant Guaranteed Credit Party Obligations owed to the Guaranteed CreditorsAdministrative Agent, the Lenders hereunder and the Hedging Agreement Providers under any Hedging Agreement. If any or all of the Relevant Guaranteed Credit Party Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes become due and payable hereunderhereunder or under any Hedging Agreement with a Hedging Agreement Provider, such Credit Agreement Party, each Guarantor unconditionally and irrevocably, promises to pay such indebtedness Credit Party Obligations to the Administrative Agent and/or Agent, the other Guaranteed CreditorsLenders, the Hedging Agreement Providers, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent and Agent, the other Guaranteed Creditors Lenders or the Hedging Agreement Providers in collecting any of the Relevant Guaranteed 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 Credit Agreement Party Guaranty guaranty is a guaranty of payment and performance and not of collection. This Notwithstanding any provision to the contrary contained herein or in any other of the Credit Agreement Party Guaranty is Documents, to the extent the obligations of a continuing one and all liabilities to which it applies or may apply under the terms hereof Guarantor shall be conclusively presumed adjudicated to have been created in reliance hereon. If claim is ever made upon be invalid or unenforceable for any Guaranteed Creditor for repayment or recovery reason (including, without limitation, because of any amount applicable law relating to fraudulent conveyances or amounts received in payment or on account transfers) then the obligations 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 each 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 Guarantor hereunder shall be binding upon such Credit Agreement Party, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable limited to the aforesaid payees hereunder for maximum amount that is permissible under applicable law (including, without limitation, the amount so repaid Bankruptcy Code or recovered to the same extent as if such amount had never originally been received by any such payeeits non-U.S. equivalent).

The Guaranty. In order (a) Each of the Subsidiary Guarantors hereby jointly and severally guarantees to induce the Agentseach Lender, the Collateral Agent each Swap Bank, each Treasury Management Bank and the Lenders to enter into this Agreement and to extend credit hereunderAdministrative Agent as hereinafter provided, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety surety, the full and prompt payment of the Obligations in full when due, due (whether upon at stated maturity, acceleration as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise, of any and all of its Relevant Guaranteed Obligations to ) strictly in accordance with the Guaranteed Creditorsterms thereof. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting The Subsidiary Guarantors hereby further agree that if any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is Obligations are not paid in full when due (whether at stated maturity, as a guaranty mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Subsidiary Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account renewal of any of the Relevant Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal. #89182136v12 (b) The Company hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Designated Borrower Obligations and in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the aforesaid payees repays all Designated Borrower Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or part of said amount by reason of (i) otherwise), the Company will promptly pay the same, without any judgmentdemand or notice whatsoever, decree or order and that in the case of any court extension of time of payment or administrative body having jurisdiction over renewal of any of the Designated Borrower Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such payee extension or renewal. (c) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, 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 obligations subject to avoidance under the Debtor Relief Laws or any of its property or (ii) any settlement or compromise comparable provisions 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeapplicable state law.

The Guaranty. In order to induce Each of the AgentsGuarantors hereby absolutely, the Collateral Agent irrevocably and the Lenders to enter into this Agreement and to extend credit hereunderunconditionally guarantees, and to induce jointly with the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements Guarantors and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsseverally, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as a primary obligor and not merely as surety surety, the full and prompt punctual payment and performance when due, due (whether upon at stated maturity, upon acceleration or otherwise) of the following (collectively, the “Guaranteed Obligations”): (a) all Obligations, including, without limitation, (i) the principal of and interest on each Loan made to any Borrower pursuant to the Credit Agreement, (ii) fees on each Letter of Credit issued pursuant to the Credit Agreement, (iii) any obligations of any Borrower to reimburse LC Disbursements and to provide cash collateral with respect to Letters of Credit, (iv) all other fees and other amounts payable by any Borrower under the Loan Documents, and (v) the punctual and faithful performance, keeping, observance, and fulfillment by each Borrower of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant 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 such Guarantor. Without limiting the generality of the foregoing, the “Guaranteed Obligations Obligations” shall include all interest, fees and other amounts described in foregoing definition accruing during the pendency of any Credit Agreement Party to bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding. Upon (x) the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises failure by any Borrower to pay punctually any such indebtedness to the Administrative Agent and/or the other Guaranteed Creditorsamount or perform such obligation, and (y) such failure continuing beyond any applicable grace or ordernotice and cure period, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any each of the Relevant Guaranteed ObligationsGuarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the relevant Loan Document, Swap Agreement or Banking Services Agreement. This Credit Agreement Party Each of the Guarantors hereby agrees that this Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance 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 As used in this Guaranty, the following terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.meanings specified below:

The Guaranty. In order to induce the AgentsThe Guarantor hereby absolutely, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and ------------ irrevocably guarantees as primary obligor and not merely as surety the full and prompt punctual payment when due, (whether upon at stated maturity, upon acceleration or otherwise) of the Borrower's obligations to pay principal, accrued interest, fees and expenses under the Loan Documents, including all reasonable costs of collection and enforcement thereof and interest thereon which would be owing by the Borrower but for the effect of the Bankruptcy Code, 11 U.S.C. (S) 101 et. seq. (the "Guaranteed Obligations"). Notwithstanding the foregoing, from and after the date on which the Borrower has made prepayments under Section 2.4(b)(iv)(l) of the Loan Agreement aggregating $1,000,000 or more, the Guaranteed Obligations shall be reduced to an amount equal to the excess of the outstanding principal amount of the Notes over the outstanding principal amount owed to the Borrower under the Bank Loan. The Guarantor understands, agrees and confirms that the Lenders may enforce this Guaranty up to the full amount guaranteed hereunder without proceeding against the Borrower, against any security for the Guaranteed Obligations or against any guarantor under any other guarantee covering the Guaranteed Obligations. The Guarantor agrees that if, for any reason, the Borrower shall fail or be unable to pay punctually and all fully, any of its Relevant the Guaranteed Obligations, the Guarantor shall pay such Guaranteed Obligations to Lenders in full immediately upon demand. The Guarantor agrees that one or more successive actions may be brought against the Guaranteed Creditors. If any or Guarantor, as often as Lenders deem advisable, until all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due are paid 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 performed in collecting any of the Relevant Guaranteed Obligationsfull. This Credit Agreement Party Guaranty is constitutes a guaranty guarantee of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents(a) For valuable consideration, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunderreceipt of which is hereby acknowledged, and to induce the other Guaranteed Creditors Lenders to enter into Designated Interest Rate Protection Agreements make Loans to the Borrower, the Guarantors hereby absolutely and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all of its Relevant Guaranteed existing and future Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness Borrower to the Administrative Agent and/or Agent, the other Guaranteed CreditorsLenders, or orderany of them, on demandunder or with respect to the Loan Documents, together with any whether for principal, interest, fees, expenses or otherwise, and all expenses which may Secured Cash Management Agreements, Secured Hedge Agreements and Secured Bilateral Letters of Credit (collectively, the “Guaranteed Obligations”); provided that the Guaranteed Obligations shall exclude any Excluded Swap Obligations. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be incurred owed by any other Loan Party to any Lender under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. Each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each other Lender Party, hereby confirms that it is the other Guaranteed Creditors in collecting intention of all such Persons that this Guaranty and the Obligations of each Subsidiary Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Subsidiary Guarantor hereunder. To effectuate the Relevant Guaranteed Obligations. This Credit Agreement Party foregoing intention, the Administrative Agent, the Lenders and the Guarantors hereby irrevocably agree that the Obligations of each Subsidiary Guarantor under this Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof at any time shall be conclusively presumed limited to have been created the maximum amount as will result in reliance hereonthe Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Guaranteed Obligations Each Guarantor hereby unconditionally 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 irrevocably agrees that in the event any such judgment, decree, order, settlement or compromise payment shall be binding upon such Credit Agreement Party, notwithstanding required to be made to any revocation of Lender under this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Partyguaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and each Credit Agreement Party shall be and remain liable other guarantor so as to maximize the aggregate amount paid to the aforesaid payees hereunder for Lenders under or in respect of the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeLoan Documents.

The Guaranty. In order to induce the Agents, the Collateral Agent Agents and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the AgentsFor valuable consideration, the Collateral Agent undersigned (whether one or more than one "Guarantor") hereby unconditionally guarantees and the Lenders promises to enter into this Agreement pay promptly to Bank of America, N.A., its subsidiaries and to extend credit hereunderaffiliates (collectively, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements "Bank"), or order, in recognition lawful money of the direct benefits United States, any and all Indebtedness of ▇▇▇▇▇▇ HealthTech, Inc. ("Borrower") to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment Bank when due, whether upon at stated maturity, upon acceleration or otherwise, and at all times thereafter. The liability of Guarantor under this Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities, and other costs and expenses relating to or arising out of the Indebtedness and for all swap, derivative, foreign exchange or hedge or other similar transaction or arrangement (“Swap Obligations”) now or hereafter owing from Borrower to Bank. No Guarantor will be deemed to be a guarantor of any Swap Obligation to the extent that such Guarantor is not an Eligible Contract Participant at the time such guaranty becomes effective with respect to such Swap Obligations as set forth in the Commodities Exchange Act (7 U.S.C., Sec. 1, et. seq.). The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor's liability under any other guaranties signed by Guarantor. If multiple individuals or entities sign this Guaranty, their obligations under this Guaranty shall be joint and several "Indebtedness" shall mean and includes any and all advances, debts, obligations and liabilities of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed CreditorsBorrower, or orderany of them, on demandpreviously, together with now or later made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including Swap Obligations and obligations under any deposit, treasury management or other similar transaction or arrangement, and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting whether any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies Borrowers may be liable individually or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment jointly with others, or whether 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 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 Indebtedness may be or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeelater becomes unenforceable.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party Guarantors from the proceeds extensions of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementscredit hereunder, each Credit Agreement Party Guarantor hereby agrees with Administrative Agent and the Guaranteed Creditors Secured Parties as follows: each Credit Agreement Party Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, to Administrative Agent and the other Secured Parties of any and all of its Relevant Guaranteed Obligations to the Guaranteed CreditorsSecured Obligations. If any or all of the Relevant Guaranteed Secured Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes become due and payable hereunder, such Credit Agreement Party, each Guarantor unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or and the other Guaranteed CreditorsSecured Parties, on order, or order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors Secured Parties in collecting any of the Relevant Guaranteed Secured Obligations. This Credit Agreement Party Guaranty Each Guarantor hereby agrees that this is a guaranty of payment and performance and not of collectioncollection only. This Credit Agreement Party Guaranty is Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, to the extent the obligations of a continuing one and all liabilities to which it applies or may apply under the terms hereof Guarantor shall be conclusively presumed adjudicated to have been created in reliance hereon. If claim is ever made upon be invalid or unenforceable for any Guaranteed Creditor for repayment or recovery reason (including, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (including any Debtor Relief Law). Any analysis of the provisions hereof for purposes of laws relating to fraudulent conveyances or amounts received transfers shall take into account the contribution agreement established in payment or on account this Subsection 9.20(A). To the extent that any Guarantor shall be required hereunder to pay any portion of any of Secured Obligation exceeding the Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason greater of (i) any judgment, decree or order the amount of any court or administrative body having jurisdiction over the value actually received by such payee or any of Guarantor and its property or Subsidiaries from the Revolver Loans and other Secured Obligations and (ii) any settlement or compromise the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of any the Secured Obligations (excluding the amount thereof repaid by Borrower) in the same proportion as such claim effected Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such payee other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date of enforcement. The contribution agreement in this paragraph is intended only to define the relative rights of the Guarantors and nothing set forth in this paragraph is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms hereof. Each Guarantor’s maximum obligations hereunder (the “Maximum Guarantor Liability”) in any such claimant case or proceeding referred to below (including any Relevant Guaranteed Party), then and but only in such event a case or proceeding) shall not be in excess of: (i) in a case or proceeding commenced by or against such Guarantor under the respective Credit Agreement Party agrees Bankruptcy Code on or within two years from the date on which any of the Secured Obligations are incurred, the maximum amount that any would not otherwise cause the obligations of such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Party, notwithstanding any revocation of Guarantor under this Credit Agreement Party Guaranty Subsection 9.20 (or any other instrument evidencing obligations of such Guarantor to Administrative Agent, the Lenders and any liability other Person holding any of the Secured Obligations) to be avoidable or unenforceable against such Guarantor under (A) Section 548 of the Bankruptcy Code or (B) any Relevant Guaranteed Partystate fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (ii) in a case or proceeding commenced by or against such Guarantor under the Bankruptcy Code subsequent to two years from the date on which any of the Secured Obligations of such Guarantor are incurred, the maximum amount that would not otherwise cause the obligations of such Guarantor under this Subsection 9.20 (or any other obligations of such Guarantor to Administrative Agent, Lenders and any other Person holding any of the Secured Obligations) to be avoidable or unenforceable against such Guarantor under any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding by virtue of Section 544 of the Bankruptcy Code; (iii) in a case or proceeding commenced by or against such Guarantor under any law, statute or regulation other than the Bankruptcy Code relating to dissolution, liquidation, conservatorship, bankruptcy, moratorium, readjustment of debt, compromise, rearrangement, receivership, insolvency, reorganization or similar debtor relief from time to time in effect affecting the rights of creditors generally (collectively, “Other Debtor Relief Law”), the maximum amount that would not otherwise cause the obligations of such Guarantor under this Subsection 9.20 (or any other obligations of such Guarantor to Administrative Agent, the Lenders and any other Person holding any of the Secured Obligations) to be avoidable or unenforceable against such Guarantor under such Other Debtor Relief Law, including, any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding. (The substantive state or federal laws under which the possible avoidance or unenforceability of the obligations of such Guarantor under this Subsection 9.20 (or any other obligations of Guarantor to Administrative Agent, the Lenders and any other Person holding any of the Secured Obligations) shall be determined in any such case or proceeding shall hereinafter be referred to as the “Avoidance Provisions.”) To the extent set forth above, but only to the extent that the obligations of such Guarantor under this Subsection 9.20, or the transfers made by such Guarantor under the Security Documents to which it is a party, would otherwise be subject to avoidance under any Avoidance Provisions if such Guarantor is not deemed to have received valuable consideration, fair value, fair consideration or reasonably equivalent value for such transfers or obligations, or if such transfers or obligations of such Guarantor under this Subsection 9.20 would render such Guarantor insolvent, or leave such Guarantor with an unreasonably small capital or unreasonably small assets to conduct its business, or cause such Guarantor to have incurred debts (or to have intended to have incurred debts) beyond its ability to pay such debts as they mature, in each case as of the time any of the obligations of such Guarantor are deemed to have been incurred and transfers made under such Avoidance Provisions, then such obligations shall be reduced to that amount which, after giving effect thereto, would not cause the obligations of such Guarantor under this Subsection 9.20 (or any other obligations of such Guarantor to Administrative Agent, the Lenders or any other Person holding any of the Secured Obligations), as so reduced, to be subject to avoidance under such Avoidance Provisions. This paragraph is intended solely to preserve the rights hereunder of Administrative Agent, the Lenders and any other Person holding any of the Secured Obligations to the maximum extent that would not cause the obligations of such Guarantor under this Subsection 9.20 to be subject to avoidance under any Avoidance Provisions, and each Credit Agreement Party neither such Guarantor nor any other Person shall have any right, defense, offset, or claim under this paragraph as against Administrative Agent, the Lenders or any other Person holding any of the Secured Obligations that would not otherwise be available to such Person under the Avoidance Provisions. Each Guarantor agrees that the obligations of such Guarantor under this Subsection 9.20 may at any time and remain liable from time to time exceed the aforesaid payees hereunder for Maximum Guarantor Liability, without impairing the amount so repaid guaranty or recovered to any provision contained herein or affecting the same extent as if such amount had never originally been received by any such payeerights and remedies of Administrative Agent and the Lenders hereunder.

The Guaranty. In order to induce the each of the Agents, the Collateral Agent Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements Swap Agreements, and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party Holdings from the proceeds of the Term Loans Loans, the issuance of the Letters of Credit and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Swap Agreements, each Credit Agreement Party Holdings hereby agrees with the Guaranteed Creditors primary, absolute and unconditional, as follows: each Credit Agreement Party Holdings hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Holdings Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Holdings Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, Holdings unconditionally and irrevocably, 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 Holdings Guaranteed Obligations. This Credit Agreement Party Holdings Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Holdings Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Holdings Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers and any Relevant other Holdings Guaranteed Party), then and in such event the respective Credit Agreement Party Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement PartyHoldings, notwithstanding any revocation of this Credit Agreement Party Holdings Guaranty or any other instrument evidencing any liability of either Borrower or any Relevant other Holdings Guaranteed Party, and each Credit Agreement Party Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. (a) In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party Guarantor from the proceeds extensions of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementscredit hereunder, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party Guarantor hereby unconditionally and irrevocably guarantees jointly and severally guaranties as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all of its Relevant Guaranteed Secured Obligations to the Guaranteed CreditorsAdministrative Agent and the Secured Parties. If any or all of the Relevant Guaranteed Secured Obligations of any Credit Agreement Party to the Guaranteed Creditors Administrative Agent and the Secured Parties becomes due and payable hereunder, such Credit Agreement Party, each Guarantor unconditionally and irrevocably, promises to pay such indebtedness Secured Obligations to the Administrative Agent and/or and the other Guaranteed CreditorsSecured Parties, on order, or order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent and or the other Guaranteed Creditors Secured Parties in collecting any of the Relevant Guaranteed Secured Obligations. This Credit Agreement Party Guaranty The guaranty of each Guarantor contained in this Article 11 is a guaranty of payment and not of collection. This Notwithstanding any provision to the contrary contained herein or in any other Credit Agreement Party Guaranty is a continuing one and all liabilities Document, to which it applies or may apply under the terms hereof extent the obligations of any Guarantor shall be conclusively presumed adjudicated to have been created in reliance hereon. If claim is ever made upon be invalid or unenforceable for any Guaranteed Creditor for repayment or recovery reason (including because of any applicable state or federal law relating to fraudulent conveyances or transfers, financial assistance or illegal asset distribution) then the obligations of such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or amounts received state and including any Debtor Relief Law) (the “Maximum Guarantied Amount”). (b) The Guarantors desire to allocate amongst themselves, in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made hereunder on account any date by a Guarantor (a “Funding Guarantor”) that exceeds its Fair Share as of any such date, that Funding Guarantor shall be entitled to a contribution from each of the Relevant Guaranteed Obligations and any 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 aforesaid payees repays all date on which the related payment or part distribution is made by the applicable Funding Guarantor. Each Funding Guarantor’s right of said amount by reason of (icontribution under this Section 11.01(b) 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 subject to the provisions of Section 11.07. The allocation among Guarantors of their obligations as set forth in this Section 11.01(b) shall not be construed in any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any way to limit the liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable Guarantor hereunder 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 payeeSecured Parties.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements Secured Bank Product Obligations in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Revolving Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services AgreementsSecured Bank Product Obligations, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. . Additionally, each Credit Party unconditionally and irrevocably guarantees the payment of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors whether or not due or payable by any Relevant Guaranteed Party upon the occurrence of any of the events specified in Section 11.05, and irrevocably and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, in the currency in which the obligation was originally denominated.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders Banks to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party Holdings from the proceeds of the Term Loans and the entering into issuance of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsthe Letter of Credit, each Credit Agreement Party Holdings (the "Guarantor") hereby agrees agree with the Guaranteed Creditors Banks as follows: each Credit Agreement Party the Guarantor hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party the Borrower to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, the Guarantor 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. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 Relevant Guaranteed Partythe Borrower), then and in such event the respective Credit Agreement Party Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Partythe Guarantor, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Partythe Borrower, and each Credit Agreement Party the Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. The Collateral Agent shall have the exclusive right to enforce all rights and claims under this Section 13 against the Guarantor, on behalf of the Guaranteed Creditors.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party Intermediate Holdings from the proceeds of the Term Loans to be incurred by the Guaranteed Parties and the entering into issuance of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsthe Letters of Credit for the account of the Guaranteed Parties, each Credit Agreement Party Intermediate Holdings hereby agrees with the Guaranteed Creditors Lenders as follows: each Credit Agreement Party Intermediate Holdings hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Guaranteed Obligations of each Guaranteed Party to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Guaranteed Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, Intermediate Holdings 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. This Credit Agreement Party Intermediate Holdings Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is If a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 Relevant Guaranteed Party)claimant, then and in such event the respective Credit Agreement Party Intermediate Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement PartyIntermediate Holdings, notwithstanding any revocation of this Credit Agreement Party Intermediate Holdings Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party Intermediate Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order (a) The Guarantor irrevocably and unconditionally guarantees to induce the Agents, the Collateral Agent each US Tranche Lender and the Lenders to enter into this Agreement Administrative Agents and to extend credit hereundertheir respective successors and permitted assigns, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety (i) the full and prompt punctual payment of principal of and 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 upon at maturity, acceleration by acceleration, by redemption or otherwise, and all other monetary obligations of the Additional US Borrower under this Agreement and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Additional US Borrower under this Agreement (collectively, the “Guaranteed Obligations”). (b) The Guarantor further agrees that this Guaranty constitutes an absolute, irrevocable, complete and continuing 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 of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due costs 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 (including reasonable attorneys’ fees incurred by the US Administrative Agent and the other Guaranteed Creditors or any US Tranche Lender in collecting enforcing any of their respective rights under this Guaranty, laws or otherwise) of each Agent or any US Tranche Lender in connection with the Relevant Guaranteed Obligations. This Credit enforcement or protection of its rights in connection with this Agreement Party Guaranty is a guaranty against the Guarantor or the Additional US Borrower. (e) The Guarantor waives presentment to, demand of payment from and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities protest to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account Additional US Borrower of any of the Relevant Guaranteed Obligations Obligations, and any also waives notice of acceptance of its guarantee and notice of protest for nonpayment. The obligations of the aforesaid payees repays all or part Guarantor hereunder shall not be affected by the failure of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee either Administrative Agent or any US Tranche Lender to assert any claim or demand or to enforce or exercise any right or remedy against the Additional US Borrower or any other Person under the provisions of its property this Agreement, any other Loan Document or otherwise. (iif) 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 settlement reduction, limitation, impairment or 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 such claim effected by such payee with of the Guaranteed Obligations, and shall not be subject to any such claimant defense (including any Relevant Guaranteed Partyother than a defense of payment or performance), then and in such event set-off, counterclaim, recoupment or termination whatsoever by reason of the respective Credit Agreement Party agrees that any such judgmentinvalidity, decree, order, settlement illegality or compromise shall be binding upon such Credit Agreement Party, notwithstanding any revocation unenforceability of this Credit Agreement Party Guaranty the Guaranteed Obligations or any Note, Letter of Credit, other instrument evidencing 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 continue to be effective or be reinstated, as the case may be, if at any Relevant time any payment of the Guaranteed Party, and each Credit Agreement Party shall Obligations is rescinded or must otherwise be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received returned by any of the US Tranche Lenders upon the insolvency, bankruptcy or reorganization or the Additional US Borrower or otherwise, all as though such payeepayment had not been made.

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

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

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party the Subsidiary Guarantors from the proceeds extensions of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementscredit hereunder, each Credit Agreement Party of Subsidiary Guarantors hereby agrees with the Guaranteed Creditors Administrative Agent and Lenders as follows: each Credit Agreement Party Subsidiary Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Obligations of its Relevant Guaranteed Obligations Borrower to the Guaranteed CreditorsAdministrative Agent and Lenders. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party Borrower to the Guaranteed Creditors Administrative Agent and Lenders becomes due and payable hereunder, such Credit Agreement Party, each Subsidiary Guarantor unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditorsand Lenders, on order, or order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors or Lenders in collecting any of the Relevant Guaranteed Obligations. This 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, 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). Second Amended and Restated Credit Agreement Party Guaranty is Agreement/D&E Communications, Inc. Each Subsidiary Guarantor’s maximum Obligations hereunder (the “Maximum Guarantor Liability”) in any case or proceeding referred to below (but only in such a guaranty case or proceeding) shall not 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 on which any of payment the Obligations are incurred, the maximum amount that would not otherwise cause the Obligations of such Subsidiary Guarantor under this Subsection 9.19 (or any other obligations of such Subsidiary Guarantor to Administrative Agent, Lenders and any other Person holding any of the Obligations) to be avoidable or unenforceable against such Subsidiary Guarantor under (A) Section 548 of the Bankruptcy Code or (B) any state fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (ii) in a case or proceeding commenced by or against such Subsidiary Guarantor under the Bankruptcy Code subsequent to one year from the date on which any of the Obligations of such Subsidiary Guarantor are incurred, the maximum amount that would not otherwise cause the Obligations of collectionsuch Subsidiary Guarantor under this Subsection 9.19 (or any other obligations of such Subsidiary Guarantor to Administrative Agent, Lenders and any other Person holding any of the Obligations) to be avoidable or unenforceable against such Subsidiary Guarantor under any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (iii) in a case or proceeding commenced by or against such Subsidiary Guarantor under any law, statute or regulation other than the Bankruptcy Code relating to dissolution, liquidation, conservatorship, bankruptcy, moratorium, readjustment of debt, compromise, rearrangement, receivership, insolvency, reorganization or similar debtor relief from time to time in effect affecting the rights of creditors generally (collectively, “Other Debtor Relief Law”), the maximum amount that would not otherwise cause the Obligations of such Subsidiary Guarantor under this Subsection 9.19 (or any other obligations of such Subsidiary Guarantor to Administrative Agent, Lenders and any other Person holding any of the Obligations) to be avoidable or unenforceable against such Subsidiary Guarantor under such Other Debtor Relief Law, including, without limitation, any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding. This Credit Agreement Party Guaranty is a continuing one (The substantive state or federal laws under which the possible avoidance or unenforceability of the Obligations of such Subsidiary Guarantor under this Subsection 9.19 (or any other obligations of Subsidiary Guarantor to Administrative Agent, Lenders and all liabilities any other Person holding any of the Obligations) shall be determined in any such case or proceeding shall hereinafter be referred to as the “Avoidance Provisions”). To the extent set forth above, but only to the extent that the Obligations of such Subsidiary Guarantor under this Subsection 9.19, or the transfers made by such Subsidiary Guarantor under the Security Documents to which it applies 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 may apply reasonably equivalent value for such transfers or obligations, or if such transfers or Obligations of such Subsidiary Guarantor under this Subsection 9.19 would render such Subsidiary Guarantor insolvent, or leave such Subsidiary Guarantor with an unreasonably small capital or unreasonably small assets to conduct its business, or cause such Subsidiary Guarantor to have incurred debts (or to have intended to have incurred debts) beyond its Second Amended and Restated Credit Agreement/D&E Communications, Inc. ability to pay such debts as they mature, in each case as of the terms hereof shall be conclusively presumed time any of the Obligations of such Subsidiary Guarantor are deemed to have been created in reliance hereon. If claim is ever incurred and transfers made upon under such Avoidance Provisions, then the Obligations shall be reduced to that amount which, after giving effect thereto, would not cause the Obligations of such Subsidiary Guarantor under this Subsection 9.19 (or any Guaranteed Creditor for repayment other obligations of such Subsidiary Guarantor to Administrative Agent, Lenders or recovery of any amount or amounts received in payment or on account of other Person holding any of the Relevant Guaranteed Obligations 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 aforesaid payees repays all Obligations to the maximum extent that would not cause the Obligations of such 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 part of said amount by reason of (i) any judgmentclaim under this paragraph as against Administrative Agent, 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 Lenders or any other instrument evidencing Person holding any liability of the Obligations that would not otherwise be available to such Person under the Avoidance Provisions. Each Subsidiary Guarantor agrees that the Obligations of such Subsidiary Guarantor under this Subsection 9.19 may at any Relevant Guaranteed Partytime and from time to time exceed the Maximum Guarantor Liability, without impairing the guaranty or any provision contained herein or affecting the rights and each Credit Agreement Party shall be remedies of Lenders and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeAdministrative Agent hereunder.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party the Guarantors from the proceeds Loans hereunder, each of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party Guarantors hereby agrees with the Guaranteed Creditors Administrative Agent and the Lenders as follows: each Credit Agreement Party the Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all of its Relevant Guaranteed Guarantied Credit Party Obligations owed to the Guaranteed CreditorsAdministrative Agent and the Lenders hereunder. If any or all of the Relevant Guaranteed Guarantied Credit Party Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes become due and payable hereunder, such Credit Agreement Party, each Guarantor unconditionally and irrevocably, promises to pay such indebtedness Guarantied Credit Party Obligations to the Administrative Agent and/or and the other Guaranteed CreditorsLenders, or their respective order, on or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent and or the other Guaranteed Creditors Lenders in collecting any of the Relevant Guaranteed Guarantied Credit Party Obligations. As used in this Section 9, Guarantied Credit Party Obligations shall include all Guarantied 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 Guarantied Credit Party Obligations are from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower and the Guarantors may be liable individually or jointly with others, whether or not recovery upon such Guarantied Credit Party Obligations may be or hereafter become barred by any statute of limitations, and whether or not such Guarantied Credit Party Obligations may be or hereafter become otherwise unenforceable. This Credit Agreement Party Guaranty is a guaranty of payment and performance and not of collection. This Notwithstanding any provision to the contrary contained herein or in any other of the Credit Agreement Party Guaranty is Documents (a) to the extent the obligations of a continuing one and all liabilities to which it applies or may apply under the terms hereof Guarantor shall be conclusively presumed adjudicated to have been created in reliance hereon. If claim is ever made upon be invalid or unenforceable for any Guaranteed Creditor for repayment or recovery reason (including, without limitation, because of any amount Applicable Law relating to fraudulent conveyances or amounts received in payment or on account transfers) then the obligations 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 each 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 Guarantor hereunder shall be binding upon such Credit Agreement Party, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable limited to the aforesaid payees hereunder for maximum amount that is permissible under Applicable Law (including, without limitation, the amount so repaid Bankruptcy Code or recovered its non-U.S. equivalent) and (b) this Guaranty shall not be deemed to the same extent as if such amount had never originally been received by cover any such payeeExcluded Swap Obligations.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party the Parent Borrower from the proceeds issuance of the Term Loans and Letters of Credit, the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party Parent Borrower hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party the Parent Borrower hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower (such term as used in this Section 12 to include any entity that was a Designated Subsidiary Borrower prior to the delivery of a Termination Letter with respect thereto) to the Guaranteed Creditors. If any or all of the Relevant Parent Borrower Guaranteed Obligations of any Credit Agreement Party Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, the Parent Borrower 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 Parent Borrower Guaranteed Obligations. This Credit Agreement Party Parent Borrower Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is If a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Parent Borrower 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)claimant, then and in such event the respective Credit Agreement Party Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Partythe Parent Borrower, notwithstanding any revocation of this Credit Agreement Party Parent Borrower Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed PartyDesignated Subsidiary Borrower, and each Credit Agreement Party the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the AgentsAdministrative Agent, the Collateral Agent Issuing Banks and the Lenders Banks to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party Holdings from the proceeds of the Term Loans and the entering into issuance of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsthe Letters of Credit, each Credit Agreement Party Holdings hereby agrees with the Guaranteed Creditors Banks as follows: each Credit Agreement Party Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of its Relevant Guaranteed Obligations the Borrowers to the Guaranteed CreditorsCreditors under this Agreement and the other Credit Documents and all Interest Rate Protection Agreement or Other Hedging Agreements entered into by a Guaranteed Creditor or a Lending Affiliate of a Guaranteed Creditor. If any or all of the Relevant Guaranteed Obligations indebtedness of any Credit Agreement Party the Borrowers to the Guaranteed Creditors becomes due and payable hereunderhereunder or under such other Credit Documents or Interest Rate Protection Agreement or Other Hedging Agreements, such Credit Agreement Party, Holdings unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or orderBanks, on demand, together with any and all reasonable out-of-pocket expenses which may be incurred by the Administrative Agent and or the other Guaranteed Creditors Banks in collecting any of the Relevant Guaranteed Obligationsindebtedness. This Credit Agreement Party Guaranty The word "indebtedness" is a guaranty of payment used in this Section 12 in its most comprehensive sense and not of collection. This Credit Agreement Party Guaranty is a continuing one means any and all advances, debts, obligations and liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 Borrowers arising in connection with any such claimant (including any Relevant Guaranteed Party), then and in such event the respective Credit this 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 instrument evidencing Credit Documents or under any liability Interest Rate Protection Agreement or Other Hedging Agreement with a Guaranteed Creditor or a Lending Affiliate of a Guaranteed Creditor, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrowers may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any Relevant Guaranteed Partystatute of limitations, and each Credit Agreement Party shall whether or not such indebtedness may be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeehereafter become otherwise unenforceable.

The Guaranty. In order to induce the AgentsAdministrative Agent, the Collateral Agent Issuing Bank and the Lenders Banks to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party Holdings from the proceeds of the Term Loans and the entering into issuance of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsthe Letters of Credit, each Credit Agreement Party Holdings hereby agrees with the Guaranteed Creditors Banks as follows: each Credit Agreement Party Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of its Relevant Guaranteed Obligations the Borrower to the Guaranteed CreditorsCreditors under this Agreement and the other Credit Documents and all Interest Rate Protection Agreement or Other Hedging Agreements entered into by a Guaranteed Creditor or a Lending Affiliate of a Guaranteed Creditor. If any or all of the Relevant Guaranteed Obligations indebtedness of any Credit Agreement Party the Borrower to the Guaranteed Creditors becomes due and payable hereunderhereunder or under such other Credit Documents or Interest Rate Protection Agreement or Other Hedging Agreements, such Credit Agreement Party, Holdings unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or orderBanks, on demand, together with any and all reasonable out-of-pocket expenses which may be incurred by the Administrative Agent and or the other Guaranteed Creditors Banks in collecting any of the Relevant Guaranteed Obligationssuch indebtedness. This Credit Agreement Party Guaranty The word "indebtedness" is a guaranty of payment used in this Section 12 in its most comprehensive sense and not of collection. This Credit Agreement Party Guaranty is a continuing one means any and all advances, debts, obligations and liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 Borrower arising in connection with any such claimant (including any Relevant Guaranteed Party), then and in such event the respective Credit this 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 instrument evidencing Credit Documents or under any liability Interest Rate Protection Agreement or Other Hedging Agreement with a Guaranteed Creditor or a Lending Affiliate of a Guaranteed Creditor, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any Relevant Guaranteed Partystatute of limitations, and each Credit Agreement Party shall whether or not such indebtedness may be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeehereafter become otherwise unenforceable.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition Each of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party Guarantors hereby unconditionally and irrevocably guarantees as primary obligor guarantees, jointly with the other Guarantors and not merely as surety severally, the full and prompt punctual payment and performance when due, due (whether upon at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement (including any interest that accrues after the commencement of any and all of its Relevant Guaranteed Obligations case, proceeding or other action relating to the Guaranteed Creditors. If bankruptcy, insolvency or reorganization of the Borrower or any Guarantor (or would accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such proceeding) and (ii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the Relevant agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Notwithstanding the foregoing, and for the avoidance of doubt, any Credit Agreement Party to the Guaranteed Creditors becomes due obligations arising from Permitted Bond ▇▇▇▇▇▇ 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 Structured Repurchases and all expenses which may other amounts payable under any Permitted Bond ▇▇▇▇▇▇ and Structured Repurchases shall not be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Relevant considered Guaranteed Obligations. This 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 Credit Agreement Party or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is a an absolute, irrevocable and unconditional 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 ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors Lenders or any of their respective Affiliates to enter into Designated Interest Rate Protection Agreements or Other Hedging Agreements, and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party the Corporation from the proceeds of the Term Loans Loans, the issuance of the Letters of Credit and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services or Other Hedging Agreements, each Credit Agreement Party the Corporation hereby agrees with the Guaranteed Creditors Lenders as follows: each Credit Agreement Party the Corporation hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, the Corporation 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. This Credit Agreement Party Corporation Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Corporation Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 the Alternate Currency Revolving Loan Borrowers and any Relevant other Guaranteed Party), then and in such event the respective Credit Agreement Party Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Partythe Corporation, notwithstanding any revocation of this Credit Agreement Party Corporation Guaranty or any other instrument evidencing any liability of any Relevant Alternate Currency Revolving Loan Borrower or any other Guaranteed Party, and each Credit Agreement Party the Corporation shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. (a) In order to induce the Agents, the Collateral Agent and the Lenders Lender to enter into this Agreement and to induce Lender to extend credit to Borrower hereunder, each Guarantor hereby jointly and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements severally, irrevocably and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsunconditionally guarantee, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor obligors and not merely as surety surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all Obligations of its Relevant Guaranteed Obligations Borrower to Lender. Each Guarantor understands, agrees and confirms that Lender may enforce this Guaranty up to the Guaranteed Creditors. If any or all full amount of the Relevant Guaranteed Obligations against either Guarantor without proceeding against the other Guarantor, Borrower or other guarantor, against any security for the Obligations or under any other guaranty covering the Obligations. (b) Each Guarantor agrees that this Guarantee constitutes a guarantee of payment when due and not of collection and waives any right to require that any resort be had by Lender to any of the security held for payment of any Credit of the Obligations or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other Person. (c) Notwithstanding any other provisions of this Agreement, the maximum aggregate amount of Obligations that each Guarantor agrees to guaranty pursuant to this Agreement Party shall equal the lesser of (i) the excess of the fair saleable value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably expected to the Guaranteed Creditors becomes become due and payable hereunderin respect of contingent liabilities, other than any such Credit contingent liabilities under this 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 Loan Documents), such excess to be determined on the date of this Agreement or the date on which, from time to time, such enforcement or realization is effected, whichever is higher and (ii) that amount of Obligations that does not result in collecting a violation of applicable laws relating to fraudulent conveyance, after giving effect to the value of any of rights to subrogation, reimbursement, indemnification or contribution (including without limitation rights to contribution from any other Guarantor) whether by agreement or under applicable law. Subject to the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty preceding two sentences, each Guarantor understands, agrees and confirms that this is a guaranty of payment when due and not of collection. This Credit Agreement Party collection and that Lender may, from time to time, enforce this Guaranty is a continuing one and all liabilities against Guarantor up to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any full 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 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 owed to Lender without proceeding against any other instrument evidencing party, against any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder security for the amount so repaid Obligations, against any other guarantor or recovered to under any other guaranty covering the same extent as if such amount had never originally been received by any such payeeObligations.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors Secured Hedge Counterparties to enter into Designated Interest Rate Protection Agreements or Other Hedging Agreements, and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans Loans, the issuance of the Letters of Credit and Bank Guaranties the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services or Other Hedging Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors Lenders and the Secured Hedge Counterparties as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. For the avoidance of doubt, the “Relevant Guaranteed Obligations” of Holdings, Intermediate Holdco and the U.S. Borrower include, without limitation, all Obligations of the Bermuda Borrower under this Agreement and such Obligations. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such each Credit Agreement Party, 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. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

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

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party The Guarantor hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt punctual payment and performance when due, due (whether upon at stated maturity, upon acceleration or otherwise) of the Obligations of each of the Designated Borrowers, including, without limitation, (i) the principal of any and all of its Relevant Guaranteed Obligations interest on each Loan made to the Guaranteed Creditors. If Designated Borrowers pursuant to the Credit Agreement, (ii) all obligations of the Designated Borrowers owing under any Letter of Credit, (iii) all obligations of the Designated Borrowers owing under any Related Swap Agreement, (iv) all other amounts payable by the Designated Borrowers or any other Credit Party under the 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 of the Relevant agreements, conditions, covenants, and obligations of the Designated Borrowers contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations (including the Administrative Agent) being referred to collectively as the “Holders of Obligations”). 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 Credit Agreement Party to 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 Creditors becomes due and payable hereunderObligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such Credit Agreement Partyinterest 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, 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 Holders of the Relevant 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. This Upon (x) the failure by the 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, the Guarantor agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Related Swap Agreement Party or the relevant Loan Document, as the case may be. The Guarantor hereby agrees that this Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. This Credit Agreement Party Guaranty is a continuing one The Guarantor hereby agrees that the obligations of the Guarantor hereunder are those of primary obligor, and all liabilities to which it applies or may apply under not merely as surety, and are independent of the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery Obligations and the obligations 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 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 instrument evidencing any liability of any Relevant Guaranteed Partyguarantor, and each Credit Agreement Party shall a separate action may be and remain liable brought against the Guarantor 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 payeeenforce this Guaranty.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors Lenders or any of their respective Affiliates to enter into Designated Interest Rate Protection Agreements or Other Hedging Agreements, and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans Loans, the issuance of the Letters of Credit and Bank Guaranties and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services or Other Hedging Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors Lenders as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such each Credit Agreement Party, 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. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order (a) The Guarantor irrevocably and unconditionally guarantees to induce the Agents, the Collateral Agent each Lender and the Lenders to enter into this Agreement Administrative Agents and to extend credit hereundertheir respective successors and permitted assigns, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety (i) the full and prompt punctual payment of principal of and interest on each Revolving Loan and Swingline Loan made to the Additional Borrower and all amounts of LC Exposure in respect of all Letters of Credit issued for the account of the Additional Borrower when due, whether upon at maturity, acceleration by acceleration, by redemption or otherwise, and all other monetary obligations of the Additional Borrower under this Agreement and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Additional Borrower under this Agreement (collectively, the “Guaranteed Obligations”). (b) The Guarantor further agrees that this Guaranty constitutes an absolute, irrevocable, complete and continuing guarantee of payment, performance and compliance and not merely of collection. (c) The obligations of the Guarantor to make any payment hereunder may be satisfied by causing the Additional Borrower to make such payment. (d) The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees incurred by any Administrative Agent or any Lender in enforcing any of its Relevant Guaranteed Obligations their respective rights under this Guaranty, laws or otherwise) of each Agent or any Lender against the Additional Borrower or any other Person or against such Agent or any Lender for their payments in respect of any amounts to any Lender pursuant to the Guaranteed Creditors. If any or all provisions of the Relevant Guaranteed Obligations this Guaranty. (e) The Guarantor waives presentment to, demand of any Credit Agreement Party payment from and protest to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account Additional Borrower of any of the Relevant Guaranteed Obligations Obligations, and any also waives notice of acceptance of its guarantee and notice of protest for nonpayment. The obligations of the aforesaid payees repays all or part Guarantor hereunder shall not be affected by the failure of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee the Administrative Agent or any Lender to assert any claim or demand or to enforce or exercise any right or remedy against the Additional Borrower or any other Person under the provisions of its property this Agreement, any other Loan Document or otherwise. (iif) 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 settlement reduction, limitation, impairment or 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 such claim effected by such payee with of the Guaranteed Obligations, and shall not be subject to any such claimant defense (including any Relevant Guaranteed Partyother than a defense of payment or performance), then and in such event set-off, counterclaim, recoupment or termination whatsoever by reason of the respective Credit Agreement Party agrees that any such judgmentinvalidity, decree, order, settlement illegality or compromise shall be binding upon such Credit Agreement Party, notwithstanding any revocation unenforceability of this Credit Agreement Party Guaranty the Guaranteed Obligations or any Note, Letter of Credit, other instrument evidencing Loan Document or otherwise. (g) The Guarantor waives any defense based on or arising out of any defense of the Additional 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 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 continue to be effective or be reinstated, as the case may be, if at any Relevant time any payment of the Guaranteed Party, and each Credit Agreement Party shall Obligations is rescinded or must otherwise be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received returned by any of the Lenders upon the insolvency, bankruptcy or reorganization or the Additional Borrower or otherwise, all as though such payeepayment had not been made.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party the Parent Borrower from the proceeds of the Term Revolving Loans and the entering into issuance of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsthe Letters of Credit, each Credit Agreement Party the Parent Borrower hereby agrees with the Guaranteed Creditors Lenders as follows: each Credit Agreement Party the Parent Borrower hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Relevant Parent Borrower Guaranteed Obligations of any Credit Agreement Party Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, the Parent Borrower 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 Parent Borrower Guaranteed Obligations. This Credit Agreement Party Parent Borrower Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is If a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Parent Borrower 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)claimant, then and in such event the respective Credit Agreement Party Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Partythe Parent Borrower, notwithstanding any revocation of this Credit Agreement Party Parent Borrower Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed PartyDesignated Subsidiary Borrower, and each Credit Agreement Party the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order (a) Each of the Guarantors, unless released pursuant to induce Section 6.13(c) and Section 9.11, hereby jointly and severally with the Agentsother Guarantors, the Collateral guarantees to Administrative Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition each of the direct benefits to be received by each Credit Agreement Party from the proceeds holders of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services AgreementsObligations, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees hereinafter provided, as primary obligor and not merely as surety surety, the full and prompt payment of the Obligations (the “Guaranteed Obligations”) in full when due, due (whether upon at stated maturity, as a mandatory prepayment, by acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to ) strictly in accordance with the Guaranteed Creditors. If any or all of terms thereof; provided that the Relevant Guaranteed Obligations of a Guarantor shall exclude any Credit Agreement Party Excluded Swap Obligations with respect to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting Guarantor. Each Guarantor hereby further agrees that if any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is Obligations are not paid in full when due (whether at stated maturity, as a guaranty mandatory prepayment, by acceleration or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account renewal of any of the Relevant Guaranteed Obligations and Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any provision to the contrary contained herein, in any of the aforesaid payees repays all other Loan Documents or part of said amount by reason of other documents relating to the Obligations, (i) the obligations of the Guarantors under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any judgment, decree or order comparable provisions of any court or administrative body having jurisdiction over such payee or any of its property or applicable state law and (ii) no Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any settlement or compromise of any Guaranteed Obligations that constitute Excluded Swap Obligations with respect to 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeGuarantor.

The Guaranty. In order to induce Each of the AgentsGuarantors hereby unconditionally guarantees, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce jointly with the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements Guarantors and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsseverally, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt punctual payment and performance when due, due (whether upon at stated maturity, upon acceleration or otherwise) of the Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) any obligations of the Borrower to reimburse LC Disbursements (“Reimbursement Obligations”), (iii) all obligations of the Borrower owing to any Lender or any affiliate of any and Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Relevant Guaranteed Obligations to Subsidiaries under the Guaranteed Creditors. If Credit Agreement, any or Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the Relevant agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed Obligations”). Upon (x) the failure by the Borrower or any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunderof its Affiliates, such Credit Agreement Partyas applicable, unconditionally and irrevocably, promises to pay punctually any such indebtedness to the Administrative Agent and/or the other Guaranteed Creditorsamount or perform such obligation, and (y) such failure continuing beyond any applicable grace or ordernotice and cure period, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any each of the Relevant Guaranteed ObligationsGuarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. This Credit Agreement Party Each of the Guarantors hereby agrees that this Guaranty is a an absolute, irrevocable and unconditional 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 ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any Each of the Relevant Guarantors hereby irrevocably and unconditionally agrees, jointly and severally with the other Guarantors, that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Holders of Guaranteed Obligations and immediately on demand against any cost, loss or liability they incur as a result 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 Borrower or any of its property Affiliates not paying any amount which would, but for such unenforceability, invalidity or (ii) any settlement or compromise of any such claim effected illegality, have been payable by such payee with any such claimant Guarantor under this Guaranty on the date when it would have been due (including any Relevant Guaranteed Party), then and in such event the respective Credit Agreement Party agrees but so 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty if the same extent as if such amount claimed had never originally been received by any such payeerecoverable on the basis of a guaranty).

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors Lenders or any of their respective Affiliates to enter into Designated Interest Rate Protection Agreements or Other Hedging Agreements, and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party Intermediate Holdco from the proceeds of the Term Loans Loans, the issuance of the Letters of Credit and Bank Guaranties and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services or Other Hedging Agreements, each Credit Agreement Party Intermediate Holdco hereby agrees with the Guaranteed Creditors Lenders as follows: each Credit Agreement Party Intermediate Holdco hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Intermediate Holdco Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Intermediate Holdco Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, Intermediate Holdco 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 Intermediate Holdco Guaranteed Obligations. This Credit Agreement Party Intermediate Holdco Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Intermediate Holdco Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Intermediate Holdco Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers and any Relevant other Intermediate Holdco Guaranteed Party), then and in such event the respective Credit Agreement Party Intermediate Holdco agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement PartyIntermediate Holdco, notwithstanding any revocation of this Credit Agreement Party Intermediate Holdco Guaranty or any other instrument evidencing any liability of either Borrower or any Relevant other Intermediate Holdco Guaranteed Party, and each Credit Agreement Party Intermediate Holdco shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend and continue credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party Company from the proceeds of the Term Loans and the entering into issuance of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsthe Letters of Credit, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party Company hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Guaranteed Obligations of Subsidiary Borrowers to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party Subsidiary Borrowers to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, the Company unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or orderLenders, on demand, together with any and all expenses which may be incurred by the Administrative Agent and or the other Guaranteed Creditors Lenders in collecting any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 Relevant Guaranteed PartyBorrowers), then and in such event the respective Credit Agreement Party Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement PartyCompany, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed PartyBorrower, and each Credit Agreement Party Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders Purchasers to enter into this the Agreement and to extend credit hereunderpurchase the Notes, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party Parent Guarantor from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services AgreementsNotes, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party Parent Guarantor hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed the (x) Obligations and (y) all other obligations (including which but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities owing by the Company to the Purchasers under the Agreement (including, without limitation, indemnities and interest thereon) now existing or hereafter incurred under arising out of or in connection with the Agreement or any other Credit Document and the due performance and compliance with the terms of the Credit Documents by the Company and each Subsidiary Guarantor (collectively, the "Guaranteed CreditorsObligations"), and additionally Parent Guarantor hereby unconditionally and irrevocably guarantees the performance of all obligations and covenants of the Company under the SDDI Contract. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, Parent Guarantor unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Secured Creditors, or order, on demand, together with (without duplication) any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Secured Creditors in collecting any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Secured 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 property, including, but not limited to any repayment by reason of a preferential payment or fraudulent transfer or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Partythe Company), then and in such event the respective Credit Agreement Party Parent Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement PartyParent Guarantor, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Partythe Company, and each Credit Agreement Party Parent Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors Lenders or any of their respective Affiliates to enter into Designated Interest Rate Protection Agreements or Other Hedging Agreements, and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party Holdings from the proceeds of the Term Loans and the issuance of the Letters of Credit and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services or Other Hedging Agreements, each Credit Agreement Party Holdings hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, Holdings 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. This Credit Agreement Party Holdings Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Holdings Guaranty is a continuing one and all liabilities obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the 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 Partythe Borrower), then and in such event the respective Credit Agreement Party Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement PartyHoldings, notwithstanding any revocation of this Credit Agreement Party Holdings Guaranty or any other instrument evidencing any liability of the Borrower or any Relevant other Guaranteed Party, and each Credit Agreement Party Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents(a) For valuable consideration, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunderreceipt of which is hereby acknowledged, and to induce the other Guaranteed Creditors Lenders to enter into Designated Interest Rate Protection Agreements make advances to each Borrower, the Guarantors hereby absolutely and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing and future Obligations of its Relevant Guaranteed Obligations each Borrower to the Guaranteed Creditors. If Administrative Agent, the Lenders, or any of them, under or with respect to the Loan Documents, whether for principal, interest, fees, expenses or otherwise, and all of the Relevant Guaranteed Hedging Obligations of any Credit Borrower owing to any Lender or any Affiliate of any Lender under any Designated Hedging Agreement (collectively, the “Guaranteed Obligations”); provided that the Guaranteed Obligations shall exclude any Excluded Swap Obligations. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Lender under or in respect of the Guaranteed Creditors becomes Loan Documents but for the fact that they are unenforceable or not allowable due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the existence of a bankruptcy, reorganization or similar proceeding involving such other Guaranteed CreditorsLoan Party. Each Guarantor, or orderand by its acceptance of this Guaranty, on demand, together with any and all expenses which may be incurred by the Administrative Agent and each other Lender Party, hereby confirms that it is the other Guaranteed Creditors in collecting intention of all such Persons that this Guaranty and the Obligations of each Subsidiary Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Subsidiary Guarantor hereunder. To effectuate the Relevant Guaranteed Obligations. This Credit Agreement Party foregoing intention, the Administrative Agent, the Lenders and the Guarantors hereby irrevocably agree that the Obligations of each Subsidiary Guarantor under this Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof at any time shall be conclusively presumed limited to have been created the maximum amount as will result in reliance hereonthe Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Guaranteed Obligations Each Guarantor hereby unconditionally 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 irrevocably agrees that in the event any such judgment, decree, order, settlement or compromise payment shall be binding upon such Credit Agreement Party, notwithstanding required to be made to any revocation of Lender under this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Partyguaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and each Credit Agreement Party shall be and remain liable other guarantor so as to maximize the aggregate amount paid to the aforesaid payees hereunder for Lenders under or in respect of the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeLoan Documents.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party Guarantor from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services AgreementsLoans, each Credit Agreement Party Guarantor hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party Administrative Agent and the Lenders that such Guarantor hereby unconditionally and irrevocably irrevocably, jointly and severally, guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all of its Relevant Guaranteed the Obligations of the Borrower to the Guaranteed CreditorsLenders. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party the Borrower to the Guaranteed Creditors becomes Lenders become due and payable hereunder, such Credit Agreement Partyeach Guarantor, jointly and severally, unconditionally and irrevocably, promises to pay such indebtedness Obligations to the Administrative Agent and/or the other Guaranteed CreditorsLenders, or order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent and or the other Guaranteed Creditors Lenders in collecting any of the Relevant Guaranteed Obligations. This Credit Notwithstanding any provision to the contrary contained in this Agreement, the guarantee by CIHC under this Article X shall constitute a pre-Petition unsecured claim and the Obligations guaranteed by such guarantee shall include only the Term Loan Obligations. In order to induce the Lenders to enter into this Agreement Party Guaranty is a guaranty and to extend credit hereunder and in recognition of payment the direct benefits to be received by each Guarantor from the proceeds of the Loans, the Borrower hereby agrees with the Administrative Agent and the Lenders that the Borrower hereby unconditionally and irrevocably, jointly and severally, guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of collection. This Credit Agreement Party Guaranty is a continuing one any and all liabilities of the Obligations of CFCC to which it applies or may apply under the terms hereof Lenders. For purposes of such guaranty, the Borrower shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the 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 treated as a Guarantor under this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.Article X.

The Guaranty. In order to induce the Agents, the Collateral Agent Agents and the Lenders (collectively, the “Lender Creditors”) to enter into this Agreement and the Lenders to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements Agreements, in recognition of the direct benefits to be received by each Credit Agreement Party Holdings from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party Holdings hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety surety: (i) to the Lender Creditors and any applicable Indemnified Person the full and prompt payment when due, due (whether upon at the stated maturity, by acceleration or otherwise) of all Obligations described in clause (x) of the definition of “Obligations”; and (ii) to each applicable Guaranteed Creditor, the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of any and all Obligations described in clause (y) of its Relevant the definition of “Obligations” (collectively, the “Guaranteed Obligations to the Guaranteed CreditorsObligations”). If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party Holdings to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement PartyHoldings, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or 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. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.Guaranteed

The Guaranty. In order to induce the Agents, the Collateral Agent Agents and the Lenders (collectively, the “Lender Creditors”) to enter into this Agreement and the Lenders to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements Agreements, in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party Borrower hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party Borrower hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed CreditorsCreditors and any Indemnified Person, as applicable. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement PartyBorrower, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or 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. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 Relevant Guaranteed Party), then and in such event the respective Credit Agreement Party Borrower 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, to induce the Credit Card Issuers to enter into and/or maintain Secured Credit Card Agreements, to induce the Lenders or any of their respective affiliates to enter into Hedging Agreements and to induce Calyon to maintain the other Guaranteed Creditors to enter into Designated Existing Interest Rate Protection Agreements and Designated Treasury Services Agreements Swap Agreement and, in recognition of the direct benefits to be received by each Credit Agreement Party the Borrower from the proceeds of the Term Loans Loans, the issuance of the Letters of Credit and the entering into and/or maintenance of such Designated Interest Rate Protection Secured Credit Card Agreements and Designated Treasury Services Hedging Agreements, each Credit Agreement Party the Borrower hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party the Borrower hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, the Borrower 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. This Credit Agreement Party Borrower Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the 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 Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Partythe Borrower, notwithstanding any revocation of this Credit Agreement Party Borrower Guaranty or any other instrument evidencing any liability of any Relevant other Guaranteed Party, and each Credit Agreement Party the Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the AgentsAgentsAdministrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements Secured Bank Product Obligations in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Revolving Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services AgreementsSecured Bank Product Obligations, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness indebtednessobligations 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. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

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

The Guaranty. In order to induce the Agents, the Collateral Agent Lenders and the Lenders Issuers to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party the Company from the proceeds of the Term Loans and the entering into issuance of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsthe Letters of Credit, each Credit Agreement Party the Company hereby agrees with the Guaranteed Creditors Lenders and the Issuers as follows: each Credit Agreement Party the Company hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, the Company unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other applicable Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other such Guaranteed Creditors in collecting any of the Relevant such Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 (ia) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property property, or (iib) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Partythe Subsidiaries), then and in such event the respective Credit Agreement Party Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Partythe Company, notwithstanding any revocation of this Credit Agreement Party Guaranty guaranty or any other instrument evidencing any liability of any Relevant Guaranteed PartySubsidiary, and each Credit Agreement Party the Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. The Company represents and warrants that (i) as of the Effective Date, the Company is an “eligible contract participant” as such term is defined and interpreted under the Commodity Exchange Act, and (ii) on each date on which the Guaranteed Obligations include any obligations under any Swap Contracts, the Company will be deemed to represent and warrant that the Company is an “eligible contract participant” as such term is defined and interpreted under the Commodity Exchange Act.

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

The Guaranty. In order to induce the AgentsGuarantor hereby unconditionally, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally absolutely and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment and performance of all Indebtedness of Borrower to Lender when due, whether upon at stated maturity, upon acceleration or otherwise, and at all times thereafter. The liability of Guarantor under this Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities (including, without limitation, hazardous waste indemnities), and other costs and expenses relating to or arising out of the Indebtedness now or hereafter owing from Borrower to Lender. The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor’s liability under any other guaranties signed by Guarantor. 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 Guarantor’s obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligationsapplicable state law. This Credit Agreement Party Guaranty is a guaranty of payment and performance when due and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party Guarantors from the proceeds extensions of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementscredit hereunder, each Credit Agreement Party Guarantor hereby agrees with Administrative Agent and the Guaranteed Creditors Secured Parties as follows: each Credit Agreement Party Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, to Administrative Agent and the other Secured Parties of any and all of its Relevant Guaranteed Obligations to the Guaranteed CreditorsSecured Obligations. If any or all of the Relevant Guaranteed Secured Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes become due and payable hereunder, such Credit Agreement Party, each Guarantor unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or and the other Guaranteed CreditorsSecured Parties, on order, or order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors Secured Parties in collecting any of the Relevant Guaranteed Secured Obligations. This Credit Agreement Party Guaranty Each Guarantor hereby agrees that this is a guaranty of payment and performance and not of collectioncollection only. This Credit Agreement Party Guaranty is Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, to the extent the obligations of a continuing one and all liabilities to which it applies or may apply under the terms hereof Guarantor shall be conclusively presumed adjudicated to have been created in reliance hereon. If claim is ever made upon be invalid or unenforceable for any Guaranteed Creditor for repayment or recovery reason (including, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under Applicable Law (whether federal or amounts received state and including, the Bankruptcy Code). Any analysis of the provisions hereof for purposes of laws relating to fraudulent conveyances or transfers shall take into account the contribution agreement established in payment or on account this Subsection 9.20(A). To the extent that any Guarantor shall be required hereunder to pay any portion of any of Secured Obligation exceeding the Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason greater of (i) any judgment, decree or order the amount of any court or administrative body having jurisdiction over the value actually received by such payee or any of Guarantor and its property or Subsidiaries from the Loans and other Secured Obligations and (ii) any settlement or compromise the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of any the Secured Obligations (excluding the amount thereof repaid by Borrower) in the same proportion as such claim effected Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such payee other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date of enforcement. The contribution agreement in this paragraph is intended only to define the relative rights of the Guarantors and nothing set forth in this paragraph is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms hereof. Each Guarantor’s maximum obligations hereunder (the “Maximum Guarantor Liability”) in any such claimant case or proceeding referred to below (including any Relevant Guaranteed Party), then and but only in such event a case or proceeding) shall not be in excess of: (i) in a case or proceeding commenced by or against such Guarantor under the respective Credit Agreement Party agrees Bankruptcy Code on or within two (2) years from the date on which any of the Secured Obligations are incurred, the maximum amount that any would not otherwise cause the obligations of such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Party, notwithstanding any revocation of Guarantor under this Credit Agreement Party Guaranty Subsection 9.20 (or any other instrument evidencing obligations of such Guarantor to Administrative Agent, the Lenders and any liability other Person holding any of the Secured Obligations) to be avoidable or unenforceable against such Guarantor under (A) Section 548 of the Bankruptcy Code or (B) any Relevant Guaranteed Partystate fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (ii) in a case or proceeding commenced by or against such Guarantor under the Bankruptcy Code subsequent to two (2) years from the date on which any of the Secured Obligations of such Guarantor are incurred, the maximum amount that would not otherwise cause the obligations of such Guarantor under this Subsection 9.20 (or any other obligations of such Guarantor to Administrative Agent, Lenders and any other Person holding any of the Secured Obligations) to be avoidable or unenforceable against such Guarantor under any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding by virtue of Section 544 of the Bankruptcy Code; (iii) in a case or proceeding commenced by or against such Guarantor under any law, statute or regulation other than the Bankruptcy Code relating to dissolution, liquidation, conservatorship, bankruptcy, moratorium, readjustment of debt, compromise, rearrangement, receivership, insolvency, reorganization or similar debtor relief from time to time in effect affecting the rights of creditors generally (collectively, “Other Debtor Relief Law”), the maximum amount that would not otherwise cause the obligations of such Guarantor under this Subsection 9.20 (or any other obligations of such Guarantor to Administrative Agent, the Lenders and any other Person holding any of the Secured Obligations) to be avoidable or unenforceable against such Guarantor under such Other Debtor Relief Law, including, any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding. (The substantive state or federal laws under which the possible avoidance or unenforceability of the obligations of such Guarantor under this Subsection 9.20 (or any other obligations of Guarantor to Administrative Agent, the Lenders and any other Person holding any of the Secured Obligations) shall be determined in any such case or proceeding shall hereinafter be referred to as the “Avoidance Provisions”.) To the extent set forth above, but only to the extent that the obligations of such Guarantor under this Subsection 9.20, or the transfers made by such Guarantor under the Security Documents to which it is a party, would otherwise be subject to avoidance under any Avoidance Provisions if such Guarantor is not deemed to have received valuable consideration, fair value, fair consideration or reasonably equivalent value for such transfers or obligations, or if such transfers or obligations of such Guarantor under this Subsection 9.20 would render such Guarantor insolvent, or leave such Guarantor with an unreasonably small capital or unreasonably small assets to conduct its business, or cause such Guarantor to have incurred debts (or to have intended to have incurred debts) beyond its ability to pay such debts as they mature, in each case as of the time any of the obligations of such Guarantor are deemed to have been incurred and transfers made under such Avoidance Provisions, then such obligations shall be reduced to that amount which, after giving effect thereto, would not cause the obligations of such Guarantor under this Subsection 9.20 (or any other obligations of such Guarantor to Administrative Agent, the Lenders or any other Person holding any of the Secured Obligations), as so reduced, to be subject to avoidance under such Avoidance Provisions. This paragraph is intended solely to preserve the rights hereunder of Administrative Agent, the Lenders and any other Person holding any of the Secured Obligations to the maximum extent that would not cause the obligations of such Guarantor under this Subsection 9.20 to be subject to avoidance under any Avoidance Provisions, and each Credit Agreement Party neither such Guarantor nor any other Person shall have any right, defense, offset, or claim under this paragraph as against Administrative Agent, the Lenders or any other Person holding any of the Secured Obligations that would not otherwise be available to such Person under the Avoidance Provisions. Each Guarantor agrees that the obligations of such Guarantor under this Subsection 9.20 may at any time and remain liable from time to time exceed the aforesaid payees hereunder for Maximum Guarantor Liability, without impairing the amount so repaid guaranty or recovered to any provision contained herein or affecting the same extent as if such amount had never originally been received by any such payeerights and remedies of Administrative Agent and the Lenders hereunder.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors Lenders or any of their respective Affiliates to enter into Designated Interest Rate Protection Agreements or Other Hedging Agreements, and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party DRLB Guarantor from the proceeds of the Term Loans Loans, the issuance of the Letters of Credit and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services or Other Hedging Agreements, each Credit Agreement Party DRLB Guarantor hereby agrees with the Guaranteed Creditors Lenders as follows: each Credit Agreement Party DRLB Guarantor hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party DRLB Guarantor to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, each DRLB Guarantor 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. This Credit Agreement Party DRL Borrower Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party DRL Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the 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 DRLB Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement PartyDRLB Guarantor, notwithstanding any revocation of this Credit Agreement Party DRL Borrower Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party DRLB Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order (a) The Guarantor absolutely, irrevocably and unconditionally guarantees to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety Bank the full and prompt payment when duedue (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all obligations of the Borrower to the Bank, whether upon maturityany such obligation now exists or hereafter arises, acceleration and whether for principal, interest, fees, reimbursement obligations, indemnity obligations or otherwise, of other amounts arising under the Term Loan Agreement (any and all of its Relevant Guaranteed the foregoing, the “Obligations”). The books and records of the Bank showing the amount of the Obligations of the Borrower shall be admissible in evidence in any action or proceeding for the purpose of establishing the amount of the Obligations of the Borrower to the Guaranteed CreditorsBank. If The Guarantor further agrees to pay to the Bank any and all reasonable out-of-pocket expenses (including all reasonable and documented fees and expenses of counsel) incurred by the Bank in enforcing its rights under this Guaranty. This is a continuing guaranty. It will (i) remain in full force and effect until the Obligations are paid in full, (ii) be binding upon the Guarantor and the Guarantor’s successors and assigns, and (iii) inure to the benefit of and be enforceable by the Bank and its successors and permitted transferees and assigns. The Guarantor’s liability hereunder shall not exceed at any one time the aggregate sum of or (if applicable) its equivalent in foreign currencies, at conversion rates established by the Bank, plus any interest accrued thereon, charges relating thereto including, without limitation, monetary corrections, if any, and all aforementioned costs and expenses. This Guaranty is entered into in connection with the Term Loan Agreement and is not intended to replace or supersede other guaranties (if any) that may have been executed by the Guarantor in favor of the Relevant Guaranteed Obligations Bank in respect of other financial accommodations provided by the Bank. (b) The Guarantor agrees that if the Borrower fails to pay in full when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) any Obligation strictly in accordance with its respective terms, the Guarantor will promptly pay the same to the Bank irrespective of any Credit Agreement Party lack of genuineness, validity, legality or enforceability of any loan document or any other document, agreement or instrument relating thereto or any assignment or transfer of any thereof, irrespective of any inability to convert any currency into the currency of payment of such Obligation, irrespective of any inability to transfer funds in the currency of payment of such Obligation to the Guaranteed Creditors becomes place of payment therefor, irrespective of the occurrence of a “Country Risk Event” and irrespective of any other circumstance (other than full and final payment) that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower, any surety or any guarantor, it being the intent of this Section that the Guarantor’s obligations hereunder shall be absolute and unconditional under any and all circumstances. The Guarantor further agrees that, as between the Guarantor and the Bank, the Obligations may, in accordance with their respective terms, be declared to be due and payable hereunderfor purposes of this Guaranty notwithstanding any stay, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditorsinjunction, or order, on demand, together with any and all expenses other prohibition which may delay, prevent, or be incurred violated by any such declaration as against the Borrower and that, in the event of any such declaration (or attempted declaration), the Obligations (whether or not then enforceable against the Borrower) shall forthwith become due and payable by the Administrative Agent and Guarantor for the other Guaranteed Creditors in collecting any purposes of this Guaranty. “Country Risk Event” shall mean (I) the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery adoption of any amount law, rule or amounts received regulation or the action or failure of action by any authority (de jure or de facto) 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 Borrower’s country which (i) any judgmentchanges the obligations of the Borrower under the Term Loan Agreement, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement changes the ownership or compromise control by the Borrower of its business or assets, or (iii) prevents or restricts the conversion into or transfer of the agreed currency; or (II) the occurrence of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party)force majeure or similar event which, then and directly or indirectly, prevents or restricts the payment or transfer 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 instrument evidencing any liability agreed currency of any Relevant Guaranteed Party, and each Credit amounts owing under the Term Loan Agreement Party shall be and remain liable into an account designated by the Bank or the free availability of such payments 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 payeeBank.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party The Guarantor hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, due (whether upon maturity, by acceleration or otherwise, ) of the Repurchase Price due with respect to all Transactions (including without limitation all “Price Differential” which may be payable prior to or during the pendency of any insolvency or similar proceeding with respect to any Seller) and all other obligations of the Sellers, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, or out of or in connection with the Transactions, the Master Repurchase Agreement and the other Transaction Documents, whether on account of covenants, Repurchase Prices, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees and disbursements of counsel to the Buyers that are required to be paid by the Sellers pursuant to the terms of the Master Repurchase Agreement) or otherwise (all obligations in respect of repayment of the Repurchase Prices and all of its Relevant Guaranteed Obligations Seller’s other obligations to the Buyers relating to or arising in connection with the Master Repurchase Agreement and the other Transaction Documents being hereafter sometimes referred to as the “Guaranteed CreditorsObligations”). If any or all of any Seller’s obligations in respect of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes become due and payable hereunderpayable, such Credit Agreement Party, Guarantor unconditionally and irrevocably, promises to pay such indebtedness amounts to the Administrative Agent and/or Committed Buyer on behalf of the other Guaranteed CreditorsBuyers, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors Buyers in collecting any of such amounts. If the Relevant Buyers are prevented by law from accelerating any of the Guaranteed ObligationsObligations in accordance with the terms of any agreement or instrument governing same, the Buyers shall be entitled to receive hereunder from Guarantor, upon demand therefor, the sum which would have otherwise been due had such acceleration occurred. This Credit Agreement Party Guaranty Without limiting the generality of the foregoing, Guarantor acknowledges that this guaranty is a guaranty of payment and payment, 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 ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party the Company from the proceeds of the Term Loans and the entering into issuance of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsthe Letters of Credit, each Credit Agreement Party the Company hereby agrees with the Guaranteed Creditors Lenders as follows: each Credit Agreement Party the Company hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, the Company unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or orderLenders, on demand, together with any and all expenses which may be incurred by the Administrative Agent and or the other Guaranteed Creditors Lenders in collecting any of the Relevant such Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 (ia) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property property, or (iib) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Partythe Subsidiaries), then and in such event the respective Credit Agreement Party Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Partythe Company, notwithstanding any revocation of this Credit Agreement Party Guaranty guaranty or any other instrument evidencing any liability of any Relevant Guaranteed PartySubsidiary, and each Credit Agreement Party the Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order For valuable consideration, each Guarantor hereby unconditionally guarantees and promises to induce pay promptly to the AgentsBank, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunderor order, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition lawful money of the direct benefits to be received by each Credit Agreement Party from the proceeds United States, any and all Indebtedness of the Term Loans and Borrower to the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment Bank when due, whether upon at stated maturity, upon acceleration or otherwise, and at all times thereafter. The liability of the Guarantors under this Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities, and other costs and expenses relating to or arising out of the Indebtedness and for all swap, derivative, foreign exchange or hedge or other similar transaction or arrangement (“Swap Obligations”) now or hereafter owing from Borrower to the Bank. No Guarantor will be deemed to be a guarantor of any Swap Obligation to the extent that such Guarantor is not an Eligible Contract Participant at the time such guaranty becomes effective with respect to such Swap Obligations as set forth in the Commodities Exchange Act (7 U.S.C., Sec. 1, et. seq.). The liability of the Guarantors is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of the Guarantors under this Guaranty is exclusive of the Guarantors’ liability under any other guaranties signed by the Guarantors. Each Guarantor is jointly and severally liable. “Indebtedness” shall mean and includes any and all advances, debts, obligations and liabilities of its Relevant Guaranteed Obligations Borrower, or any of them, previously, now or later made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, pursuant to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any in connection with that certain Amended and Restated Credit Agreement Party to (the Guaranteed Creditors becomes due "Credit Agreement") dated of even date herewith between the Borrower and payable hereunderthe Bank (including all renewals, such Credit Agreement Partyextensions, unconditionally amendments and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any modifications thereof and all costs, attorneys' fees and expenses which may be incurred by the Administrative Agent and Bank in connection with the other Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies collection or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the 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 Partyenforcement thereof), then and in such event whether the respective Credit Agreement Party agrees that any such judgmentBorrower may be liable individually or jointly with others, decree, order, settlement or compromise shall be binding whether recovery upon such Indebtedness may be or later becomes unenforceable. Capitalized terms used but not defined in this Guaranty have the meanings given to them in the Credit Agreement Party, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeAgreement.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors Secured Hedge Counterparties to enter into Designated Interest Rate Protection Agreements or Other Hedging Agreements, and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans Loans, the issuance of the Letters of Credit and Bank Guaranties the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services or Other Hedging Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors Lenders and the Secured Hedge Counterparties as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such each Credit Agreement Party, 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. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 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 instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party the Company from the proceeds of the Term Loans and the entering into issuance of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsthe Letters of Credit, each Credit Agreement Party the Company hereby agrees with the Guaranteed Creditors Lenders as follows: each Credit Agreement Party the Company hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of its Relevant the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, the Company unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or orderLenders, on demand, together with any and all expenses which may be incurred by the Administrative Agent and or the other Guaranteed Creditors Lenders in collecting any of the Relevant such Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of 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 Relevant Guaranteed Partythe Subsidiaries), then and in such event the respective Credit Agreement Party Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Partythe Company, notwithstanding any revocation of this Credit Agreement Party Guaranty guaranty or any other instrument evidencing any liability of any Relevant Guaranteed PartySubsidiary, and each Credit Agreement Party the Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order Each of the Credit Parties hereby jointly and severally guarantees to induce the Agents, the Collateral Agent each Lender and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce Agent as hereinafter provided the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition prompt payment of the direct benefits to be received by each Credit Agreement Party from Obligations (excluding, for the proceeds avoidance of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsdoubt, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the Excluded Swap Obligations) in full and prompt payment when due, due (whether upon at stated maturity, as a mandatory prepayment, by acceleration or otherwise, of any and all of its Relevant Guaranteed Obligations to ) strictly in accordance with the Guaranteed Creditorsterms thereof. If any or all of the Relevant Guaranteed Obligations of any The Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting Parties hereby further agree that if any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is Obligations are not paid in full when due (whether at stated maturity, as a guaranty mandatory prepayment, by acceleration or otherwise), the Credit Parties will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account renewal of any of the Relevant Guaranteed Obligations and Credit Party Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the aforesaid payees repays all Credit Documents, the guaranty obligations of each Credit Party hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the U.S. Bankruptcy Code or part of said amount by reason of (i) any judgment, decree or order comparable provisions of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise applicable state law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder, it is the intention of the parties hereto that any rights of subrogation, contribution, indemnification or reimbursement which such claim effected Guarantor may have in respect of this Guaranty, any other agreement or applicable law shall be taken into account. To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate guaranteed obligations satisfied by such payee with any Guarantor Payment in the same proportion as such claimant Guarantor’s “Allocable Amount” (including any Relevant Guaranteed Partyas defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following payment in full in cash of the Guarantor Payment and the guaranteed obligations (other than Unliquidated Obligations), then the termination or expiry of all Commitments 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 termination of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed PartyAgreement, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder other Guarantor for the amount so repaid or recovered of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the excess of the fair saleable value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors as of such date in a manner to maximize the amount of such contributions. The foregoing is intended only to define the relative rights of the Guarantors, and nothing set forth herein is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same extent as if such amount had never originally been received by any such payeeshall become due and payable in accordance with the terms of this Guaranty.

The Guaranty. In order (A) The Guarantor hereby unconditionally guaranties to induce and for the Agents, account of the Collateral Agent and Trustee for the Lenders to enter into this Agreement benefit of the holders of the 1998 Bonds and to extend credit hereunder, and to induce for the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition benefit of the direct benefits to be received by each Credit Agreement Party from the proceeds Authority as holder of the Term Loans and Loan Note to the entering into extent of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsthis Guaranty as limited by Section 2.1(C) hereof, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety (i) the full and prompt payment of the principal on the Loan when and as the same shall become due, whether upon maturityby demand or at the stated maturity thereof, by acceleration or otherwise, of any ; (ii) the full and all of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all prompt payment of the Relevant Guaranteed Obligations interest on the Loan when and as the same shall become due and payable; (iii) the full and prompt payment of any Credit Agreement Party to the Guaranteed Creditors becomes all principal, interest and other sums due and payable hereunderon the Loan Note and any other sums when and as the same shall become due and payable under the Financing Documents (as that term is defined in the Agreement), required to be paid by the Borrower under the terms of the Agreement, whether by acceleration or otherwise (the "Obligations") (B) The Guarantor hereby expressly acknowledges and agrees to the terms of Article V of the Indenture, a copy of which Article V is attached hereto as Exhibit A and incorporated herein to the extent such Credit Agreement Partyterms affect or create the obligation of the Guarantor to make payment of the Obligations and create rights of the Trustee to enforce this Guaranty. (C) The Guarantor further agrees that each of its undertakings in subsection 2.1(A) and 2.1 (B) above constitutes an absolute, unconditionally unconditional, present and irrevocablycontinuing guaranty provided, promises however, that the obligation of the Guarantor to pay such indebtedness Obligation shall be limited to $3,000,000, provided, however, if any amounts are paid by the Guarantor to the Administrative Agent and/or Trustee pursuant to this Guaranty, and the other Guaranteed CreditorsTrustee thereafter reimburses the Guarantor pursuant to Section 5.03(9) and Section 5.11 of the Indenture, or order, on demand, together with any and all expenses which may this Guaranty will be incurred reinstated by the Administrative Agent and amount of such reimbursement. The Guarantor waives any right to require that any resort be had by the other Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities Trustee to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree particular security held by the Authority or order of any court or administrative body having jurisdiction over such payee or any of its property the Trustee (except as otherwise provided in the Indenture) or (ii) any settlement or compromise the performance of any obligation of the Authority or the Trustee under the Indenture. (D) If the Borrower shall default in payment of the Obligations the Guarantor, upon demand by the Trustee without notice other than such claim effected demand and without the necessity of further action on their respective parts, or Guarantor's successors or assigns, as the case may be, will promptly and fully comply with the efforts of the Trustee to enforce this Guaranty. The Guarantor will pay all reasonable costs and expenses, including reasonable attorneys' fees, paid or incurred by such payee the Trustee in connection with the enforcement of the obligations of the Guarantor under this Guaranty. All payments by the Guarantor shall be made in any such claimant (including any Relevant Guaranteed Party), then and in such event coin or currency of the United States of America which on 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 dates of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder payment thereof is legal tender for the amount so repaid or recovered to payment of public and private debts within two (2) Business Days of demand from the same extent as if such amount had never originally been received by any such payeeTrustee.

The Guaranty. In order to induce Each of the AgentsGuarantors hereby unconditionally guarantees, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce jointly with the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements Guarantors and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsseverally, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt punctual payment and performance when due, due (whether upon at stated maturity, upon acceleration or otherwise) of the Obligations (other than the Excluded Swap Obligations), including, without limitation, (i) the principal of and interest on the Term Loan made to any Borrower pursuant to the Credit Agreement, (ii) all obligations of any Borrower owing under any Related Swap Agreement, (iii) all other amounts payable by the Borrowers or any other Credit Party under the Credit Agreement, any Related Swap Agreement and all the other Loan Documents and (iv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrowers of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant agreements, conditions, covenants, and obligations of the Borrowers contained in the Loan Documents (all of the foregoing (other than, for the avoidance of doubt, the Excluded Swap Obligations) being referred to collectively as the “Guaranteed Obligations” and the holders from time to time of the Guaranteed Obligations (including the Administrative Agent) being referred to collectively as the “Holders of Obligations”). For the avoidance of doubt, Guaranteed Obligations shall include any amounts that would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code. Any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any Credit Agreement Party to 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 Creditors becomes due and payable hereunderObligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such Credit Agreement Partyinterest 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, 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 Holders of the Relevant 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. This Upon (x) the failure by 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 Credit Agreement, any Related Swap Agreement Party or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and performance and is not a guaranty of collection. This Credit Agreement Party Guaranty is a continuing one Each of the Guarantors hereby agrees that the obligations of such Guarantor hereunder are those of primary obligor, and all liabilities to which it applies or may apply under not merely as surety, and are independent of the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery Obligations and the obligations 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 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 instrument evidencing any liability of any Relevant Guaranteed Partyguarantor, and each Credit Agreement Party shall a separate action may be and remain liable brought against such Guarantor 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 payeeenforce this Guaranty.

The Guaranty. In order to induce the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, hereunder and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements in recognition of the direct benefits to be received by each Credit Agreement Party the Parent Borrower from the proceeds of the Term Revolving Loans and the entering into issuance of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreementsthe Letters of Credit, each Credit Agreement Party the Parent Borrower hereby agrees with the Guaranteed Creditors Lenders as follows: each Credit Agreement Party the Parent Borrower hereby unconditionally and irrevocably guarantees guarantees, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any Back to Contents and all of its Relevant the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Relevant Parent Borrower Guaranteed Obligations of any Credit Agreement Party Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, the Parent Borrower 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 Parent Borrower Guaranteed Obligations. This Credit Agreement Party Parent Borrower Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is If a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Parent Borrower 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)claimant, then and in such event the respective Credit Agreement Party Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Partythe Parent Borrower, notwithstanding any revocation of this Credit Agreement Party Parent Borrower Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed PartyDesignated Subsidiary Borrower, and each Credit Agreement Party the Parent Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

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

The Guaranty. In order to induce the AgentsFor valuable consideration, the Collateral Agent undersigned ("Guarantor") hereby unconditionally guarantees and the Lenders promises to enter into this Agreement pay promptly to Bank of America, N.A., its subsidiaries and to extend credit hereunderaffiliates (collectively, and to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements "Bank"), or order, in recognition lawful money of the direct benefits United States, any and all Indebtedness of Mechanical Technology, Incorporated ("Borrower') to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Credit Agreement Party hereby agrees with the Guaranteed Creditors as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment Bank when due, whether upon at stated maturity, upon acceleration or otherwise, and at all times thereafter. The liability of Guarantor under this Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities, and other costs and expenses relating to or arising out of the Indebtedness and for all swap, derivative, foreign exchange or hedge or other similar transaction or arrangement ("Swap Obligations") now or hereafter owing from Borrower to Bank. No Guarantor will be deemed to be a guarantor of any Swap Obligation to the extent that such Guarantor is not an Eligible Contract Participant at the time such guaranty becomes effective with respect to such Swap Obligations as set forth in the Commodities Exchange Act (7 U.S.C., Sec. 1, et. seq.). The liability of Guarantor is continuing and relates to any Indebtedness, including that arising under successive transactions which shall either continue the Indebtedness or from time to time renew it after it has been satisfied. This Guaranty is cumulative and does not supersede any other outstanding guaranties, and the liability of Guarantor under this Guaranty is exclusive of Guarantor's liability under any other guaranties Signed by Guarantor. If multiple individuals or entities sign this Guaranty, their obligations under this Guaranty shall be joint and several. "Indebtedness" shall mean and includes any and all advances, debts, obligations and liabilities of its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Agreement Party, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed CreditorsBorrower, or orderany of them, on demandpreviously, together with now or later made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including Swap Obligations and obligations under any deposit, treasury management or other similar transaction or arrangement, and all expenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting whether any of the Relevant Guaranteed Obligations. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing one and all liabilities to which it applies Borrowers may be liable individually or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment jointly with others, or whether 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 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 Indebtedness may be or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeelater becomes unenforceable.