Common use of The Guaranty Clause in Contracts

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation hereby agrees with the Lenders as follows: the Corporation hereby absolutely, 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 the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations becomes due and payable hereunder, the Corporation unconditionally promises to pay such Guaranteed Obligations to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its Subsidiaries), then and in such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its Subsidiaries, this Guaranty shall be fully reinstated and 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 to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Intermediate Holdings from the proceeds of the Loans, Loans to be incurred by the Guaranteed Parties and the issuance of the Letters of Credit and for the entering into account of Interest Rate Protection Agreements or Other Hedging Agreementsthe Guaranteed Parties, the Corporation Intermediate Holdings hereby agrees with the Lenders Guaranteed Creditors as follows: the Corporation Intermediate Holdings hereby absolutely, 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 the Guaranteed Obligations of each Guaranteed Party to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of any Guaranteed Party to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Intermediate Holdings unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Intermediate Holdings Guaranty is a guaranty of payment and not of collection. This 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 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 of its Subsidiaries)claimant, then and in such event the Corporation Intermediate Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationIntermediate Holdings, notwithstanding any revocation of this Intermediate Holdings Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesGuaranteed Party, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Holdings from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Holdings hereby agrees with the Lenders as follows: the Corporation Holdings 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 the Guaranteed Obligations of the Borrower and its Subsidiaries to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower or its Subsidiaries to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Holdings unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed CreditorsAdministrative Agent and/or the Lenders, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Administrative Agent or the Lenders in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 Borrower or any of its Subsidiaries), then and in such event the Corporation Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationHoldings, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation Borrower or any of its Subsidiaries, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation each Guarantor from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation each Guarantor hereby agrees with the Lenders as follows: the Corporation each Guarantor hereby absolutely, unconditionally and irrevocably 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 the its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Guarantor to the Guaranteed Creditors becomes due and payable hereunder, the Corporation each Guarantor unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. This Borrower Guaranty is a guaranty of payment and not of collection. This Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in 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 of its SubsidiariesRelevant Guaranteed Party), then and in such event the Corporation respective Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationsuch Guarantor, notwithstanding any revocation of this Borrower Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesRelevant Guaranteed Party, this Guaranty shall be fully reinstated and the Corporation each 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreementshereunder, and in recognition of the direct benefits to be received by the Corporation each Credit Agreement Party from the proceeds of the Loans, the issuance of the Letters of Credit, each Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation Agreement Party Guarantor hereby agrees with the Lenders as follows: the Corporation each Credit Agreement Party Guarantor hereby absolutely, unconditionally and irrevocably 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 the its Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of any Credit Agreement Party Guarantor to the Guaranteed Creditors becomes due and payable hereunder, the Corporation each Credit Agreement Party Guarantor unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the 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 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 of its SubsidiariesBorrower), then and in such event the Corporation respective Credit Agreement Party Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationsuch Credit Agreement Party Guarantor, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation 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 each of the Agents, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the Lenders or any of their respective Affiliates other Guaranteed Creditors to enter into Interest Rate Protection Agreements or Other Hedging Post Petition Swap Agreements, and in recognition of the direct benefits to be received by the Corporation Holdings from the proceeds of the Loans, the issuance of the Letters of Credit Loans and the entering into of Interest Rate Protection Agreements or Other Hedging such Post Petition Swap Agreements, the Corporation Holdings hereby agrees with the Lenders primary, absolute and unconditional, as follows: the Corporation Holdings hereby absolutely, unconditionally and irrevocably 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 the Holdings Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Holdings Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Holdings unconditionally and irrevocably promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Holdings Guaranteed Obligations. This Holdings Guaranty is a guaranty of payment and not of collection. This 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 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 (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 Borrowers and any of its Subsidiariesother Holdings Guaranteed Party), then and in such event the Corporation Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationHoldings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of the Corporation each Borrower or any of its Subsidiariesother Holdings Guaranteed Party, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Holdings from the proceeds of the Loans, the issuance of the Letters of Credit and Bank Guaranties and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation Holdings hereby agrees with the Lenders as follows: the Corporation Holdings hereby absolutely, unconditionally and irrevocably 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 the Holdings Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Holdings Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Holdings unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Holdings Guaranteed Obligations. This Holdings Guaranty is a guaranty of payment and not of collection. This 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 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 (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 Borrowers and any of its Subsidiariesother Holdings Guaranteed Party), then and in such event the Corporation Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationHoldings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of the Corporation either Borrower or any of its Subsidiariesother Holdings Guaranteed Party, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Holdings from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Holdings hereby agrees with the Lenders as follows: the Corporation hereby absolutely, unconditionally and irrevocably 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 the Guaranteed Obligations to the Guaranteed CreditorsObligations. If any or all of the Guaranteed Obligations becomes due and payable hereunder, the Corporation Holdings unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be actually incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrower), then and in such event the Corporation Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationHoldings, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation VHS Holdco I from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation VHS Holdco I hereby agrees with the Lenders as follows: the Corporation hereby absolutely, unconditionally and irrevocably 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 the Guaranteed Obligations to the Guaranteed CreditorsObligations. If any or all of the Guaranteed Obligations becomes due and payable hereunder, the Corporation VHS Holdco I unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all reasonable expenses which may be actually incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrower), then and in such event the Corporation VHS Holdco I agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationVHS Holdco I, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation VHS Holdco I 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Parent Borrower from the proceeds of the Loans, Loans to be incurred by Arch Europe and the issuance of the Letters of Credit and for the entering into account of Interest Rate Protection Agreements or Other Hedging AgreementsArch Europe, the Corporation Parent Borrower hereby agrees with the Lenders Guaranteed Creditors as follows: the Corporation Parent Borrower hereby absolutely, 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 the Guaranteed Obligations of Arch Europe to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of Arch Europe to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Parent Borrower unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. This 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 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 of its Subsidiaries)claimant, then and in such event the Corporation Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationParent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesArch Europe, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Company from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Company hereby agrees with the Lenders as follows: the Corporation Company hereby absolutely, irrevocably and 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 the Guaranteed Obligations of the Designated Borrowers to the Guaranteed CreditorsCreditors and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each Designated Borrower. If any or all of the Guaranteed Obligations of such Borrowers to the Administrative Agent and/or any Lender becomes due and payable hereunder, the Corporation Company unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed CreditorsAdministrative Agent and/or such Lenders, or orderas applicable, on demand, together with any and all reasonable expenses which may be incurred by the Guaranteed Creditors Administrative Agent or the Lenders in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon the Administrative Agent and/or any Guaranteed Creditor Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property (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 of its SubsidiariesBorrowers), then and in such event the Corporation Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationCompany, notwithstanding any revocation of the guaranty under this Guaranty Article XI or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation 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 The Guarantor hereby irrevocably and unconditionally guarantees to induce each Noteholder the Lenders to enter into this Agreement due and to extend credit hereunder and to induce punctual payment in full of (i) the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreementsprincipal of, Make-Whole Amount, if any, and interest on (including interest accruing after the filing of any petition in recognition bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the direct benefits to be received by the Corporation from the proceeds of the LoansCompany, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the issuance of Notes when and as the Letters of Credit same shall become due and the entering into of Interest Rate Protection Agreements payable (whether at stated maturity or Other Hedging Agreements, the Corporation hereby agrees with the Lenders as follows: the Corporation hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, by required or optional prepayment or by acceleration or otherwise, of ) and (ii) any other sums which may become due under the terms and all provisions of the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations becomes due and payable hereunderNote Agreement, the Corporation unconditionally promises to pay Notes or any other Note Document (all such Guaranteed Obligations to obligations described in clauses (i) and (ii) above are herein called the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the "Guaranteed Obligations"). This Guaranty The guaranty in the preceding sentence is a an absolute, present and continuing guaranty of payment and not of collection. This 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 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 (including in connection with any bankruptcy claims or similar proceeding) 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 the Corporation or any of its Subsidiaries), then and in such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation enforceability of this Guaranty Agreement, the Notes, the Note Agreement or any other instrument evidencing any liability of the Corporation or any of its Subsidiaries, this Guaranty shall be fully reinstated and 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 payeeNote Document.

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Company from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Company hereby agrees with the Lenders as follows: the Corporation Company hereby absolutely, 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 the Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Company unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This 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 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 of its Subsidiaries)claimant, then and in such event the Corporation Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationCompany, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its Subsidiarieseach Designated Subsidiary Borrower, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Parent Borrower from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Parent Borrower hereby agrees with the Lenders as follows: the Corporation Parent Borrower hereby absolutely, 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 the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Parent Borrower unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. This 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 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 (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 of its Subsidiaries)claimant, then and in such event the Corporation Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationParent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesDesignated Subsidiary Borrower, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition Each of the direct benefits to be received by the Corporation from the proceeds of the LoansGuarantors hereby unconditionally guarantees, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation hereby agrees jointly with the Lenders as follows: the Corporation hereby absolutely, unconditionally other Guarantors and irrevocably guarantees, as primary obligor and not merely as suretyseverally, 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 Loan Agreement, (ii) all obligations of the Borrower owing to any Lender or any affiliate of any Lender under any Swap Agreement or Banking Services Agreement, (iii) all other amounts payable by the Borrower or any of its Subsidiaries under the Loan Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (iv) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed CreditorsObligations”). If Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or all perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guaranteed Obligations becomes due and payable hereunder, the Corporation unconditionally promises to Guarantors agrees that it shall forthwith on demand pay such Guaranteed Obligations to amount or perform such obligation at the Guaranteed Creditorsplace and in the manner specified in the Loan Agreement, any Swap Agreement, any Banking Services Agreement or orderthe relevant Loan Document, on demand, together with any and all expenses which as the case may be incurred by the Guaranteed Creditors in collecting any be. Each of the Guaranteed Obligations. This Guarantors hereby agrees that this Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under Notwithstanding any other provision of this Guaranty, the terms hereof amount guaranteed by each Guarantor hereunder shall be conclusively presumed limited to have been created in reliance hereonthe extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. If claim is ever made upon any Guaranteed Creditor for repayment or recovery In determining the limitations, if any, on the amount of any amount or amounts received in payment or on account of any Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property (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 of its Subsidiaries), then and in such event the Corporation agrees parties hereto that any rights of subrogation, indemnification or contribution that such judgmentGuarantor may have under this Guaranty, decree, order, settlement any other agreement or compromise applicable law shall be binding upon the Corporation, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its Subsidiaries, this Guaranty shall be fully reinstated and 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 payeetaken into account.

The Guaranty. In order to induce the Lenders Purchasers to enter into this Agreement continue to hold the Notes and consent to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreementssuch reorganization, and in recognition of the direct benefits to be received by the Corporation from the proceeds of the Loanseach Guarantor therefrom, the issuance of the Letters of Credit each Guarantor hereby jointly and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation hereby agrees with the Lenders as follows: the Corporation hereby absolutely, severally unconditionally and irrevocably 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 the Guaranteed (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 (collectively, the "Guaranteed CreditorsObligations"), and additionally each Guarantor hereby jointly and severally unconditionally and irrevocably guarantees the performance of all obligations and covenants of the Company under the SDDI Contract. If any or all of the Guaranteed Obligations becomes due and payable hereunder, the Corporation each Guarantor unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Secured Creditors, or order, on demand, together with (without duplication) any and all expenses which may be incurred by the Guaranteed Secured Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 property, including, but not limited to any bankruptcy repayment by reason of a preferential payment or similar proceeding) fraudulent transfer or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Corporation or any of its SubsidiariesCompany), then and in such event the Corporation each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationsuch Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesCompany, this Guaranty shall be fully reinstated and the Corporation each 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition (A) Each of the direct benefits to be received by the Corporation from the proceeds of the LoansGuarantors hereby, the issuance of the Letters of Credit jointly and the entering into of Interest Rate Protection Agreements or Other Hedging Agreementsseverally, the Corporation hereby agrees with the Lenders as follows: the Corporation hereby absolutely, unconditionally unconditionally, irrevocably, completely and irrevocably guaranteesimmediately, as primary obligor and not merely as surety, guarantees to CoBank the full and prompt payment and performance when due, due (whether upon at stated maturity, as a mandatory prepayment, by acceleration or otherwise) of the Obligations. Upon failure by the Borrower or any other Loan Party to pay in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) any of the Obligations, each of the Guarantors, jointly and severally, agrees that it will promptly pay the same without set-off or counterclaim at the place and in the manner specified in the Loan Documents, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal; (B) Each Guarantor further hereby, jointly and severally, agrees to pay to CoBank, upon demand, any and all losses and expenses, including reasonable attorneys’ fees and expenses, paid or incurred by CoBank in enforcing or attempting to enforce or collecting or attempting to collect, or obtaining advice of the Guaranteed Obligations to the Guaranteed Creditors. If counsel with respect of, any right with respect to, any or all of the Guaranteed Obligation or any Loan Document, including this Continuing Guaranty, or in attempting to protect or preserve any property, personal or real, securing the Obligations becomes or pledged under any Loan Document; (C) Each Guarantor hereby, jointly and severally, guarantees any sum or sums which become due and payable hereunder, the Corporation unconditionally promises owing to pay such Guaranteed Obligations CoBank as a result of any order of a bankruptcy court which requires CoBank to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred turn over moneys paid by the Guaranteed Creditors in collecting Borrower, any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities Guarantor or any other Person 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 CoBank on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property (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 of its Subsidiaries), then and in such event the Corporation Obligations. Each Guarantor agrees that this Continuing Guaranty shall continue to be effective or be reinstated, as the case may be, if at any such judgmenttime any payment by the Borrower, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of this Guaranty Guarantor or any other instrument evidencing Person to CoBank on account of the Obligations is rescinded or must otherwise be returned or restored upon the insolvency or bankruptcy of the Borrower, any Guarantor, or any other obligor, guarantor, endorser or surety of the Obligations, all as though such payment had not been made; and (D) Notwithstanding any provision to the contrary contained herein or in any other Loan Document, the maximum liability of any Guarantor hereunder and under the Corporation or other Loan Documents shall in no event exceed the aggregate amount that would render the guaranty of such Guarantor subject to avoidance under any of its Subsidiaries, this Guaranty shall be fully reinstated and 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 payeeapplicable Law.

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation hereby agrees with the Lenders as follows: the Corporation hereby absolutely, unconditionally and irrevocably 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 the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, the Corporation unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Corporation Guaranty is a guaranty of payment and not of collection. This 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 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 Alternate Currency Revolving Loan Borrowers and any of its Subsidiariesother Guaranteed Party), then and in such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of this Corporation Guaranty or any other instrument evidencing any liability of the Corporation any Alternate Currency Revolving Loan Borrower or any of its Subsidiariesother Guaranteed Party, this Guaranty shall be fully reinstated and 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 to induce the Lenders Banks to enter into this ------------ Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Holdings from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Holdings hereby agrees with the Lenders Banks as follows: the Corporation Holdings 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 the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable pay able hereunder, the Corporation Holdings unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed CreditorsAgent and/or the Banks, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Agent or the Banks in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrower), then and in such event the Corporation Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationHoldings, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation from the proceeds Subsidiaries of the Loans, the issuance of the Letters of Credit and Borrower from the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation Borrower hereby agrees with the Lenders as follows: the Corporation Borrower hereby absolutely, unconditionally and irrevocably 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 the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Borrower unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Borrower Guaranty is a guaranty of payment and not of collection. This Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in 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 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 of its SubsidiariesGuaranteed Party), then and in such event the Corporation Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationBorrower, notwithstanding any revocation of this Borrower Guaranty or any other instrument evidencing any liability of the Corporation or any of its Subsidiariesother Guaranteed Party, this Guaranty shall be fully reinstated and the Corporation Borrower shall be and remain liable to the aforesaid afore- said 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 Lenders Banks to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Company from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Company hereby agrees with the Lenders Banks as follows: the Corporation Company 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 the Guaranteed Obligations of the Subsidiary Borrowers to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of such Borrowers to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Company unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or orderAdministrative Agent and/or the Banks, on demand, together with any and all reasonable, out-of-pocket expenses which may be incurred by the Guaranteed Creditors Administrative Agent or the Banks in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrowers), then and in such event the Corporation Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationCompany, notwithstanding any revocation of the guaranty under this Guaranty Section 15 or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation 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 Lenders Banks to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Holdings from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Holdings hereby agrees with the Lenders Banks as follows: the Corporation Holdings 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 the Guaranteed Obligations of each of the Borrowers to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrowers to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Holdings unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrowers), then and in such event the Corporation Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationHoldings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrowers, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation each Parent Guarantor from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation each Parent Guarantor hereby agrees with the Lenders as follows: the Corporation Each Parent Guarantor hereby absolutely, 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, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation each Parent Guarantor, jointly and severally, and unconditionally promises to pay such Guaranteed Obligations to the Guaranteed Creditors, or order, on demand, together with any and all expenses (including reasonable legal fees and expenses) which may be incurred by the Guaranteed Creditors in collecting or enforcing any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrower), then and in such event the Corporation each Parent Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationsuch Parent Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation each Parent Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. This is a guaranty of payment and not of collection.

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition Each of the direct benefits to be received by the Corporation from the proceeds of the LoansGuarantors hereby unconditionally guarantees, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation hereby agrees jointly with the Lenders as follows: the Corporation hereby absolutely, unconditionally other Guarantors and irrevocably guarantees, as primary obligor and not merely as suretyseverally, 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 Lender under any Swap Agreement or Banking Services Agreement, (iv) all other amounts payable by the Borrower or any of its Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the agreements, conditions, covenants, and obligations of the Borrower contained in the Loan Documents (all of the foregoing being referred to 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 CreditorsObligations”). If Notwithstanding the foregoing and for the avoidance of doubt, any or all of the Guaranteed Obligations becomes due and payable hereunder, the Corporation unconditionally promises to pay such Guaranteed Obligations to the Guaranteed Creditors, or order, on demand, together with any obligations arising from Permitted Call Spread Swap Agreements and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations. This Upon (x) the failure by the Borrower or any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guarantors agrees that it shall forthwith on demand pay such amount or perform such obligation at the place and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or the relevant Loan Document, as the case may be. Each of the Guarantors hereby agrees that this Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under Notwithstanding any other provision of this Guaranty, the terms hereof amount guaranteed by each Guarantor hereunder shall be conclusively presumed limited to have been created in reliance hereonthe extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. If claim is ever made upon any Guaranteed Creditor for repayment or recovery In determining the limitations, if any, on the amount of any amount or amounts received in payment or on account of any Guarantor's obligations hereunder pursuant to the preceding sentence, it is the intention of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property (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 of its Subsidiaries), then and in such event the Corporation 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 the Corporation, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its Subsidiaries, this Guaranty shall be fully reinstated and 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 payeetaken into account.

The Guaranty. In order to induce the Agents and the Lenders (collectively, the “Lender Creditors”) to enter into this Agreement and the Lenders to extend credit hereunder hereunder, and to induce the Lenders or any of their respective Affiliates other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements or Other Hedging and Designated Treasury Services Agreements, and in recognition of the direct benefits to be received by the Corporation each Credit Agreement Party from the proceeds of the Loans, the issuance of the Letters of Credit Term Loans and the entering into of such Designated Interest Rate Protection Agreements or Other Hedging and Designated Treasury Services Agreements, the Corporation each Borrower hereby agrees with the Lenders Guaranteed Creditors as follows: the Corporation each Borrower 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 the 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, the Corporation such Borrower, unconditionally and irrevocably, promises to pay such Guaranteed Obligations 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 (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 of its SubsidiariesRelevant Guaranteed Party), then and in such event the Corporation respective Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationsuch Credit Agreement Party, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesRelevant Guaranteed Party, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Intermediate Holdco from the proceeds of the Loans, the issuance of the Letters of Credit and Bank Guaranties and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation Intermediate Holdco hereby agrees with the Lenders as follows: the Corporation Intermediate Holdco hereby absolutely, unconditionally and irrevocably 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 the Intermediate Holdco Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Intermediate Holdco Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Intermediate Holdco unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Intermediate Holdco Guaranteed Obligations. This Intermediate Holdco Guaranty is a guaranty of payment and not of collection. This 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 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 (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 Borrowers and any of its Subsidiariesother Intermediate Holdco Guaranteed Party), then and in such event the Corporation Intermediate Holdco agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationIntermediate Holdco, notwithstanding any revocation of this Intermediate Holdco Guaranty or any other instrument evidencing any liability of the Corporation either Borrower or any of its Subsidiariesother Intermediate Holdco Guaranteed Party, this Guaranty shall be fully reinstated and the Corporation 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 Lenders Banks to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by Holdings and Parent (each a "Parent Guarantor" and collectively, the Corporation "Parent Guarantors") from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation each Parent Guarantor hereby agrees with the Lenders Banks as follows: the Corporation each Parent Guarantor hereby absolutely, jointly and severally unconditionally and irrevocably 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 the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation each Parent Guarantor unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 hav ing 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 of its SubsidiariesBorrower), then and in such event the Corporation each Parent Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationeach Parent Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability liabil ity of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation each 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 Lenders to enter into this Agreement and to extend and continue credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Company from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Company hereby agrees with the Lenders as follows: 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 the Guaranteed Obligations of Subsidiary Borrowers to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of Subsidiary Borrowers to Guaranteed Creditors becomes due and payable hereunder, the Corporation Company unconditionally promises to pay such Guaranteed Obligations indebtedness to Administrative Agent and/or the Guaranteed Creditors, or orderLenders, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Agent or the Lenders in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrowers), then and in such event the Corporation Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationCompany, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation 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 Lenders Banks to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Holdings from the proceeds of the Loans, Loans and the issuance of the Letters Letter of Credit and Credit, Holdings (the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation "Guarantor") hereby agrees agree with the Lenders Banks as follows: the Corporation Guarantor 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 the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Guarantor unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrower), then and in such event the Corporation Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationGuarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Guarantors from the proceeds extensions of the Loanscredit hereunder, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation each Guarantor hereby agrees with Administrative Agent and the Lenders Secured Parties as follows: the Corporation each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, jointly and severally guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, to Administrative Agent and the other Secured Parties of any and all of the Guaranteed Obligations to the Guaranteed CreditorsSecured Obligations. If any or all of the Guaranteed Secured Obligations becomes become due and payable hereunder, the Corporation each Guarantor unconditionally promises to pay such Guaranteed Obligations indebtedness to Administrative Agent and the Guaranteed Creditorsother Secured Parties, on order, or order, on demand, together with any and all reasonable expenses which may be incurred by Administrative Agent and the Guaranteed Creditors other Secured Parties in collecting any of the Guaranteed Secured Obligations. This Guaranty Each Guarantor hereby agrees that this is a guaranty of payment and performance and not of collectioncollection only. This 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 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 (including in connection with any bankruptcy or similar proceeding) 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 case or proceeding referred to below (but only in such claimant a case or proceeding) shall not be in excess of: (including i) in a case or proceeding commenced by or against such Guarantor under the Corporation Bankruptcy Code on or within two years from the date on which any of its Subsidiaries)the Secured Obligations are incurred, then and in the maximum amount that would not otherwise cause the obligations of such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of Guarantor under this 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 Corporation Secured Obligations) to be avoidable or unenforceable against such 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 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 its Subsidiariessuch 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 Guaranty 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 fully reinstated 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 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 from time to time exceed the Maximum Guarantor Liability, without impairing the guaranty or any provision contained herein or affecting the rights and remedies of Administrative Agent and 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 payeeLenders hereunder.

The Guaranty. In order to induce the Agents and the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreementshereunder, and in recognition of the direct benefits to be received by the Corporation from the proceeds of the Loans, the issuance of the Letters of each Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation Party hereby agrees with the Lenders Guaranteed Creditors as follows: the Corporation each Credit Party 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 the its Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of any Credit Party to the Guaranteed Creditors becomes due and payable hereunder, the Corporation such Credit Party, unconditionally and irrevocably, promises to pay such Guaranteed Obligations 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 Guaranteed Obligations. This Credit Party Guaranty is a guaranty of payment and not of collection. This Credit Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in 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 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 of its SubsidiariesGuaranteed Party), then and in such event the Corporation respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationsuch Credit Party, notwithstanding any revocation of this Credit Party Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesGuaranteed Party, this Guaranty shall be fully reinstated and the Corporation each Credit 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 Lenders to enter into this Agreement Each Guarantor, jointly and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreementsseverally, and in recognition of the direct benefits to be received by the Corporation from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation hereby agrees with the Lenders as follows: the Corporation hereby absolutely, unconditionally and irrevocably guaranteesirrevocably, 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, surety the full and prompt payment when duedue and performance, whether upon maturity, acceleration or otherwise, of any and all of the its Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations becomes due and payable hereunder, the Corporation such Guarantor, unconditionally and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations 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 Guaranteed Obligations, subject to any applicable limitations set forth in Section 13.01 of the Credit Agreement. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property (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 Borrower or any of its Subsidiariesother Guaranteed Party), then and in such event the Corporation each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationsuch Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation Borrower or any of its Subsidiariesother Guaranteed Party, this Guaranty shall be fully reinstated and the Corporation 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 The Company hereby unconditionally guaranties the due and punctual payment of all obligations (including, without limitation, the obligation to induce pay the Lenders to enter into principal amount of and interest on each Advance) of each Borrowing Subsidiary arising under this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation hereby agrees with the Lenders as follows: the Corporation hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturityby required prepayment, acceleration declaration, demand or otherwiseotherwise (including amounts which would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, of 11 U.S.C. § 362(a)) (the “Borrowing Subsidiary Obligations”), and agrees to pay any and all costs and expenses (including reasonable fees and disbursements of the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations becomes due and payable hereunder, the Corporation unconditionally promises to pay such Guaranteed Obligations to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be counsel) incurred by the Guaranteed Creditors Administrative Agent and the Banks in collecting enforcing any rights under this Article 11 (to the extent covered by Section 13.3). The obligations of the Guaranteed ObligationsCompany under this Article 11, as they may be amended, modified or supplemented from time to time, are sometimes referred to in this Article 11 as this “Guaranty”. This The Company agrees that this Guaranty is constitutes a guaranty of payment when due and not of collection. This Guaranty is a continuing one collection and all liabilities waives any right to which it applies require that any resort be had by the Administrative Agent or may apply under any Bank to any security held for payment of the terms hereof shall be conclusively presumed Borrowing Subsidiary Obligations or to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery balance of any amount deposit account or amounts received credit on the books of the Administrative Agent or any Bank in payment favor of the Company or on account any Borrowing Subsidiary or any other Person. The Company agrees, in furtherance of the foregoing and not in limitation of any of other right which the Guaranteed Obligations and Administrative Agent or any of Bank may have at law or in equity against the aforesaid payees repays all or part of said amount Company by reason of (i) any judgmentvirtue hereof, decree or order upon the failure of any court or administrative body having jurisdiction over such payee or Borrowing Subsidiary to pay any of its property Borrowing Subsidiary Obligations when and as the same shall become due, whether by required prepayment, declaration, demand or otherwise (including amounts which would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), the Company will forthwith pay, or cause to be paid, in connection cash, to the Administrative Agent for the ratable benefit of the Banks an amount equal to the sum of the unpaid principal amount of such Borrowing Subsidiary Obligations then due as aforesaid, accrued and unpaid interest on such Borrowing Subsidiary Obligations (including, without limitation, interest which, but for the filing of a petition in bankruptcy with any bankruptcy or similar proceeding) or (ii) any settlement or compromise of any respect to such claim effected by such payee with any such claimant Borrowing Subsidiary (including without limitation, the Corporation or any of its SubsidiariesCompany), then and in would accrue on such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its Subsidiaries, this Guaranty shall be fully reinstated and 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 payeeBorrowing Subsidiary Obligations).

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Company from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Company hereby agrees with the Lenders as follows: the Corporation Company 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 the Guaranteed Obligations of the Subsidiary Borrowers to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of such Borrowers to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Company unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or orderAgent and/or the Lenders, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Agent or the Lenders in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrowers), then and in such event the Corporation Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationCompany, notwithstanding any revocation 106 of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation 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 Lenders Banks to enter into this ------------ Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Holdings from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Holdings hereby agrees with the Lenders Banks as follows: the Corporation Holdings 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 the Guaranteed Obligations of each of the Borrowers to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrowers to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Holdings unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrowers), then and in such event the Corporation Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationHoldings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrowers, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition (A) Each of the direct benefits to be received by the Corporation from the proceeds of the LoansGuarantors hereby, the issuance of the Letters of Credit jointly and the entering into of Interest Rate Protection Agreements or Other Hedging Agreementsseverally, the Corporation hereby agrees with the Lenders as follows: the Corporation hereby absolutely, unconditionally unconditionally, irrevocably, completely and irrevocably guaranteesimmediately, as primary obligor and not merely as surety, guarantees to CoBank the full and prompt payment and performance when due, due (whether upon at stated maturity, as a mandatory prepayment, by acceleration or otherwise) of the Obligations. Upon failure by the Borrower or any other Loan Party to pay in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) any of the Obligations, each of the Guarantors, jointly and severally, agrees that it will promptly pay the same without set-off or counterclaim at the place and in the manner specified in the Loan Documents, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal; (B) Each Guarantor further hereby, jointly and severally, agrees to pay to CoBank, upon demand, any and all losses and expenses, including reasonable attorneys’ fees and expenses, paid or incurred by CoBank in enforcing or attempting to enforce or collecting or attempting to collect, or obtaining advice of the Guaranteed Obligations to the Guaranteed Creditors. If counsel with respect of, any right with respect to, any or all of the Guaranteed Obligation or any Loan Document, including this Continuing Guaranty, or in attempting to protect or preserve any property, personal or real, securing the Obligations becomes or pledged under any Loan Document; (C) Each Guarantor hereby, jointly and severally, guarantees any sum or sums which become due and payable hereunder, the Corporation unconditionally promises owing to pay such Guaranteed Obligations CoBank as a result of any order of a bankruptcy court which requires CoBank to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred turn over moneys paid by the Guaranteed Creditors in collecting Borrower, any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities Guarantor or any other Person 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 CoBank on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property (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 of its Subsidiaries), then and in such event the Corporation Obligations. Each Guarantor agrees that this Continuing Guaranty shall continue to be effective or be reinstated, as the case may be, if at any such judgmenttime any payment by the Borrower, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of this Guaranty Guarantor or any other instrument evidencing Person to CoBank on account of the Obligations is rescinded or must otherwise be returned or restored upon the insolvency or bankruptcy of the Borrower, any Guarantor, or any other obligor, guarantor, endorser or surety of the Obligations, all as though such payment had not been made; and (D) Notwithstanding any provision to the contrary contained herein or in any other Loan Document, the maximum liability of any Guarantor hereunder and under the Corporation or other Loan Documents shall in no event exceed the aggregate amount that would render the guaranty of such Guarantor subject to avoidance under any of its Subsidiaries, this applicable Law. Amended and Restated Continuing Guaranty shall be fully reinstated and 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.Loan No. RX0583

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition Each of the direct benefits to be received by the Corporation from the proceeds of the LoansGuarantors hereby irrevocably and unconditionally guarantees, the issuance of the Letters of Credit jointly and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation hereby agrees severally with the Lenders as follows: the Corporation hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as suretyother Guarantors, the full and prompt punctual ​ payment and performance when due, due (whether upon at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on each Loan made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower or any Subsidiary under the Credit Agreement and the other Loan Documents, and including, without limitation, all Swap Obligations, and Banking Services Obligations, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Borrower of all of the Guaranteed Obligations to agreements, conditions, covenants, and obligations of the Guaranteed Creditors. If any or Borrower contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations” (provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations becomes due and payable hereunderof such Guarantor for purposes of determining any obligations of any Guarantor)). Upon the failure by the Borrower, the Corporation unconditionally promises or any of its Affiliates, as applicable, to pay punctually any such Guaranteed Obligations amount or perform such obligation, subject to the Guaranteed Creditorsany applicable grace or notice and cure period, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any each of the Guaranteed ObligationsGuarantors agrees that it shall forthwith on written demand pay such amount or perform such obligation that can be performed by Guarantor at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. This 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 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 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 of its Subsidiaries), then and in such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its Subsidiaries, this Guaranty shall be fully reinstated and 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. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees to LBB the due and punctual performance and observance of all agreements, covenants or other obligations of the Seller to LBB under the Agreement and the due and punctual payment of the following amounts as and when due pursuant to the Agreement: (a) all Price Differentials (including all Periodic Payments) and any other amounts accrued on or with respect to the Purchase Price or Repurchase Price or any incremental interest added to the Purchase Price or Repurchase Price pursuant to the Agreement; and (b) all other sums of every kind, nature and character which are or may become due and owing by the Seller under the terms and provisions of the Agreement, whether for the Purchase Price component of any Repurchase Price, fees, expenses, indemnified amounts or otherwise, whether on any Repurchase Date, upon any payment of the Repurchase Price, or for any other reason whatsoever (all such covenants, agreements and obligations on the part of the Seller to be paid or performed and together with all covenants or other obligations in the Agreement ascribed to the Guarantor (and, in each case, regardless of whether incurred after the commencement of any bankruptcy proceeding with respect to Seller) being collectively called the "Obligations"); provided, that, the aggregate amount for which the Guarantor will be liable with respect to the Obligations shall not exceed $13,333,333.33 plus any and all amounts for which Guarantor becomes obligated under clause (a) above or pursuant to the last paragraph of Section 2 hereof. In order the event that the Seller shall fail in any manner whatsoever to induce perform or pay, when required in accordance with the Lenders terms of the Agreement, any of the Obligations, then Guarantor will perform and pay, or cause to be duly and punctually performed or paid, the Obligations (limited as provided above with respect to the Obligations set forth in clause (b) above). In no event shall Guarantor be liable for the nonperformance, nonobservance or nonpayment of any Person, other than nonperformance, nonobservance or nonpayment of obligations undertaken by the Seller under the Agreement. All payments to be made by the Guarantor hereunder shall be made when due, without set-off or counterclaim, to LBB at its address set forth below or to such other location or account as LBB shall specify in writing to the Guarantor in United States dollars and in immediately available funds. Guarantor hereby represents and warrants that its obligations hereunder do and shall rank pari passu with all senior unsecured and unsubordinated indebtedness of Guarantor. The obligations of the Guarantor hereunder shall not be discharged, impaired or otherwise affected by, to the maximum extent permitted by law, (a) the failure of LBB to assert any claim or demand or to enforce any right or remedy against the Seller (including but not limited to LBB's rights and remedies with respect to the Purchased Student Loans) under the provisions of the Agreement or any document related thereto or otherwise; (b) any extension or renewal of any part of the Obligations; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of the Agreement or of any document related thereto; (d) the bankruptcy, insolvency or reorganization of the Seller; (e) the invalidity or unenforceability of any of the Obligations or (f) any other event which under law would discharge the obligations of a surety. The Guarantor acknowledges that LBB has been induced to enter into the Agreement in reliance on this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation hereby agrees with the Lenders as follows: the Corporation hereby absolutely, 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 the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations becomes due and payable hereunder, the Corporation unconditionally promises to pay such Guaranteed Obligations to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed ObligationsGuaranty. This Guaranty is shall be construed as a guaranty continuing, absolute and unconditional guarantee of payment payment, and not of collection. This Guaranty is a continuing one shall remain in full force and all liabilities to which it applies or may apply effect until the Obligations are paid in full and the commitment under the terms hereof Agreement or any document related thereto is terminated, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. Guarantor hereby specifically agrees that Guarantor shall not, to the maximum extent permitted by law, be conclusively presumed released from liability hereunder by any action taken or omitted to have been created in reliance hereon. If claim is ever made be taken by LBB, the Seller or any of their respective Affiliates, employees, agents or representatives, including, without limitation, a non-judicial sale of property subject to the Agreement that would afford the Seller or the Guarantor a defense based upon any Guaranteed Creditor for repayment or recovery the laws (including the anti-deficiency laws) of any amount or amounts received in payment or on account of any of state. Guarantor expressly waives, to the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount maximum extent permitted by reason of law, (i) any judgment, decree defense to the recovery of a deficiency against the Seller or order of any court or administrative body having jurisdiction over the Guarantor hereunder after such payee or any of its property (including in connection with any bankruptcy or similar proceeding) or non-judicial sale and (ii) any settlement or compromise all suretyship defenses that it would otherwise have under the laws of any such claim effected by such payee with any such claimant (including the Corporation or any of its Subsidiaries), then and in such event the Corporation jurisdiction. The Guarantor expressly agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its Subsidiaries, this Guaranty shall be fully reinstated and the Corporation Guarantor shall be and remain liable for any deficiency, to the aforesaid payees maximum extent permitted by law, remaining after the sale of the Purchased Student Loans (including foreclosure of any security interest), whether or not the liability of the Seller for such deficiency is discharged pursuant to statute or judicial decision. The Guarantor waives, to the maximum extent permitted by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment and all other notices of any kind to or upon the Guarantor with respect to the Obligations. The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guaranty or affecting the rights and remedies of LBB hereunder. No payment or payments made by the Seller, the Guarantor, any other guarantor or any other Person or received or collected by LBB from the Seller, the Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment or payments other than payments made by the Guarantor in respect of the Obligations or payments received or collected from the Guarantor in respect of the Obligations, remain liable for the amount so repaid or recovered Obligations up to the same extent as if maximum liability of the Guarantor hereunder until the Obligations are paid in full and the commitment is terminated. The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to LBB on account of its liability hereunder, it will notify LBB in writing that such amount had never originally been received by any payment is made under this Guaranty for such payeepurpose.

The Guaranty. In order to induce the Lenders to enter into this Credit Agreement and any Hedging Agreement Provider to enter into any Hedging Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, thereunder and in recognition of the direct benefits to be received by the Corporation Guarantors from the proceeds Extensions of Credit hereunder and any Hedging Agreement, each of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: the Corporation Guarantor hereby absolutely, unconditionally and irrevocably guarantees, jointly and severally guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all of the Guaranteed Guarantied 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 Guaranteed Guarantied Credit Party Obligations becomes become due and payable hereunderhereunder or under any Hedging Agreement with a Hedging Agreement Provider, the Corporation each Guarantor unconditionally promises to pay such Guaranteed Guarantied Credit Party Obligations to the Guaranteed CreditorsAdministrative Agent, the 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 Guaranteed Creditors Administrative Agent, the Lenders or the Hedging Agreement Providers in collecting any of the 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 Guaranty is a guaranty of payment and performance and not of collection. This Guaranty is Notwithstanding any provision to the contrary contained herein or in any other of the Credit 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 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 (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 of its Subsidiaries), then and in such event the Corporation agrees that any such judgment, decree, order, settlement or compromise Guarantor hereunder shall be binding upon limited to the Corporationmaximum amount that is permissible under applicable law (including, notwithstanding any revocation of this Guaranty without limitation, the Bankruptcy Code or any other instrument evidencing any liability of the Corporation or any of its Subsidiaries, non-U.S. equivalent) and (b) this Guaranty shall not be fully reinstated and the Corporation shall be and remain liable deemed 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 cover any such payeeExcluded Swap Obligations.

The Guaranty. (a) In order to induce the Lenders Bank to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging AgreementsAgreement, and in recognition each of the direct benefits to be received by the Corporation from the proceeds of the LoansGuarantors, the issuance of the Letters of Credit jointly and the entering into of Interest Rate Protection Agreements or Other Hedging Agreementsseverally, the Corporation hereby agrees with the Lenders as follows: the Corporation hereby absolutely, unconditionally and irrevocably guarantees, absolutely guarantees to the Bank as primary obligor and not merely as surety, the full and prompt payment and performance when due, whether upon at stated maturity, acceleration or otherwise, of (i)(A) the Loans to the Borrower under this Agreement and pursuant to the Notes and the other Loan Documents, including, without limitation, all principal of and interest on the Loans, all fees, expenses, indemnities and other amounts payable by the Borrower under the Loan Agreement or any other Loan Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and (B) all obligations of the Guaranteed Obligations Borrower to the Bank under any Hedge Agreements, and (ii) all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred or paid by the Bank in connection with any suit, action or proceeding to enforce or protect any of its rights hereunder (collectively, “Guaranteed CreditorsObligations”). If any or all of the Guaranteed Obligations becomes due and payable hereunder, the Corporation each Guarantor, jointly and severally, unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed CreditorsBank on order, or order, on demand, together with any and all reasonable expenses which may be incurred by the Guaranteed Creditors Bank in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty . (b) Notwithstanding any provision to the contrary contained herein or in any other of payment and not the Loan Documents, to the extent the obligations of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof Guarantors 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 of any transfers) then the obligations of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgmentGuarantors hereunder, 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 of its Subsidiaries)as applicable, then and in such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its Subsidiaries, this Guaranty shall be fully reinstated and the Corporation 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. (a) In order to induce the Lenders Banks to enter ------------ into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by each Guarantor from the proceeds of the Loans and the issuance of the Letters of Credit and to induce the Lenders Banks or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation each Guarantor hereby agrees with the Lenders Banks as follows: the Corporation Each Guarantor hereby absolutely, unconditionally and irrevocably guaranteesirrevocably, jointly and severally, guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all of the Guaranteed Obligations of the Borrower to the Guaranteed Secured Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Secured Creditors becomes due and payable hereunder, the Corporation each Guarantor, jointly and severally, unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Secured Creditors, or order, on demand, together with any and all reasonable expenses which may be incurred by the Guaranteed Agent or the Secured Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If 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 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 of its SubsidiariesBorrower), then and in such event the Corporation each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationsuch Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesCompany, this Guaranty shall be fully reinstated and the Corporation each other Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. This is a guaranty of payment and not of collection. (b) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its Obligations and/or the grant of security interests in Collateral to secure its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law (collectively, the "Fraudulent Transfer Laws"), in each ------------------------ case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany Indebtedness to the Borrower or other Affiliates of the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder, and after giving effect (x) to the direct and indirect benefits received by such Guarantor as a result of the Credit Documents and the Loans and (y) as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms or any agreement (including without limitation any such right of contribution under Section 14.01(c)). (c) Guarantors under this Guaranty together desire to allocate among themselves in a fair and equitable manner their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by any Guarantor under this Guaranty (a "Funding Guarantor") that exceeds ----------------- its Fair Share (as defined below) as of such date, that Funding Guarantor shall be entitled to a contribution from each of the other Guarantors in the amount of such other Guarantor's Fair Share Shortfall (as defined below) as of such date, with the result that all such contributions will cause each Guarantor's Aggregate Payments (as defined below) to equal its Fair Share as of such date. "Fair Share" means, with respect to a Guarantor as of any date of determination, ---------- an amount equal to (i) the ratio of (x) the Adjusted Maximum Amount (as defined below) with respect to such Guarantor to (y) the aggregate of the Adjusted Maximum Amounts with respect to all Guarantors, multiplied by (ii) the aggregate ---------- -- amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the obligations guarantied. "Fair Share ---------- Shortfall" means, with respect to a Guarantor as of any date of determination, --------- the excess, if any, of the Fair Share of such Guarantor over the Aggregate Payments of such Guarantor. "Adjusted Maximum Amount" means, with respect to a ----------------------- Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Guarantor under this Guaranty, determined as of such date in accordance with this Section

The Guaranty. In order to induce the Lenders and the Issuers to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Company from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Company hereby agrees with the Lenders and the Issuers as follows: the Corporation Company 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 the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Company unconditionally promises to pay such Guaranteed Obligations indebtedness to the applicable Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the such Guaranteed Creditors in collecting any of the such Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 (including in connection with any bankruptcy or similar proceeding) property, or (iib) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Corporation or any of its Subsidiaries), then and in such event the Corporation Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationCompany, notwithstanding any revocation of this Guaranty guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesSubsidiary, this Guaranty shall be fully reinstated and the Corporation 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 Lenders Banks to enter into this ------------ Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation U.S. Borrower from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation U.S. Borrower hereby agrees with the Lenders Banks as follows: the Corporation U.S. Borrower 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 the Foreign Guaranteed Obligations of the German Borrower to the Guaranteed Creditors. If any or all of the Foreign Guaranteed Obligations of the German Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation U.S. Borrower unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Foreign Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 Foreign 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 161 such claim effected by such payee with any such claimant (including the Corporation or any of its SubsidiariesGerman Borrower), then and in such event the Corporation U.S. Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationU.S. Borrower, notwithstanding any revocation of this U.S. Borrower Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesGerman Borrower, this Guaranty shall be fully reinstated and the Corporation U.S. 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Guarantors from the proceeds extensions of the Loanscredit hereunder, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation each Guarantor hereby agrees with Administrative Agent and the Lenders Secured Parties as follows: the Corporation each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, jointly and severally guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, to Administrative Agent and the other Secured Parties of any and all of the Guaranteed Obligations to the Guaranteed CreditorsSecured Obligations. If any or all of the Guaranteed Secured Obligations becomes become due and payable hereunder, the Corporation each Guarantor unconditionally promises to pay such Guaranteed Obligations indebtedness to Administrative Agent and the Guaranteed Creditorsother Secured Parties, on order, or order, on demand, together with any and all reasonable expenses which may be incurred by Administrative Agent and the Guaranteed Creditors other Secured Parties in collecting any of the Guaranteed Secured Obligations. This Guaranty Each Guarantor hereby agrees that this is a guaranty of payment and performance and not of collectioncollection only. This 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 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 (including in connection with any bankruptcy or similar proceeding) 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 case or proceeding referred to below (but only in such claimant a case or proceeding) shall not be in excess of: (including i) in a case or proceeding commenced by or against such Guarantor under the Corporation Bankruptcy Code on or within two (2) years from the date on which any of its Subsidiaries)the Secured Obligations are incurred, then and in the maximum amount that would not otherwise cause the obligations of such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of Guarantor under this 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 Corporation Secured Obligations) to be avoidable or unenforceable against such 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 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 its Subsidiariessuch 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 Guaranty 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 fully reinstated 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 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 from time to time exceed the Maximum Guarantor Liability, without impairing the guaranty or any provision contained herein or affecting the rights and remedies of Administrative Agent and 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 payeeLenders hereunder.

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Parent Borrower from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Parent Borrower hereby agrees with the Lenders Guaranteed Creditors as follows: the Corporation Parent Borrower hereby absolutely, 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 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 Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Parent Borrower unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. This 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 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 (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 of its Subsidiaries)claimant, then and in such event the Corporation Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationParent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesDesignated Subsidiary Borrower, this Guaranty shall be fully reinstated and the Corporation 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 Lenders Banks to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation each Parent Guarantor from the proceeds of the Loans, Revolving Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation each Parent Guarantor hereby agrees with the Lenders Banks as follows: the Corporation . Each Parent Guarantor hereby absolutely, 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, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation each Parent Guarantor, jointly and severally, and unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrower), then and in such event the Corporation each Parent Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationsuch Parent Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation each Parent Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation U.S. Borrower from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation U.S. Borrower hereby agrees with the Lenders Banks as follows: the Corporation U.S. Borrower 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 the Foreign Guaranteed Obligations of the German Borrower to the Guaranteed Creditors. If any or all of the Foreign Guaranteed Obligations of the German Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation U.S. Borrower unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Foreign Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 Foreign 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 of its SubsidiariesGerman Borrower), then and in such event the Corporation U.S. Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationU.S. Borrower, notwithstanding any revocation of this U.S. Borrower Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesGerman Borrower, this Guaranty shall be fully reinstated and the Corporation U.S. 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Guarantors from the proceeds extensions of the Loanscredit hereunder, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation each Guarantor hereby agrees with Administrative Agent and the Lenders Secured Parties as follows: the Corporation each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, jointly and severally guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, to Administrative Agent and the other Secured Parties of any and all of the Guaranteed Obligations to the Guaranteed CreditorsSecured Obligations. If any or all of the Guaranteed Secured Obligations becomes become due and payable hereunder, the Corporation each Guarantor unconditionally promises to pay such Guaranteed Obligations indebtedness to Administrative Agent and the Guaranteed Creditorsother Secured Parties, on order, or order, on demand, together with any and all reasonable expenses which may be incurred by Administrative Agent and the Guaranteed Creditors other Secured Parties in collecting any of the Guaranteed Secured Obligations. This Guaranty Each Guarantor hereby agrees that this is a guaranty of payment and performance and not of collectioncollection only. This 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 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 (including in connection with any bankruptcy or similar proceeding) 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 case or proceeding referred to below (but only in such claimant a case or proceeding) shall not be in excess of: (including i) in a case or proceeding commenced by or against such Guarantor under the Corporation Bankruptcy Code on or within two (2) years from the date on which any of its Subsidiaries)the Secured Obligations are incurred, then and in the maximum amount that would not otherwise cause the obligations of such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of Guarantor under this 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 Corporation Secured Obligations) to be avoidable or unenforceable against such 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 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 its Subsidiariessuch 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 Guaranty 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 fully reinstated 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 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 from time to time exceed the Maximum Guarantor Liability, without impairing the guaranty or any provision contained herein or affecting the rights and remedies of Administrative Agent and 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 payeeLenders hereunder.

The Guaranty. In order to induce the Lenders Banks to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by Parent, Holdings and Tri-Star Holdings (each a "Parent Guarantor" and collectively, the Corporation "Parent Guarantors") from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation each Parent Guarantor hereby agrees with the Lenders Banks as follows: the Corporation each Parent Guarantor hereby absolutely, jointly and severally unconditionally and irrevocably 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 the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation each Parent Guarantor unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrower), then and in such event the Corporation each Parent Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationeach Parent Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation each 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. (a) In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct and indirect benefits to be received by the Corporation each Guarantor from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation each Guarantor hereby agrees with the Lenders as follows: the Corporation Each Guarantor hereby absolutely, unconditionally and irrevocably irrevocably, jointly and severally, guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Company to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Company to the Guaranteed Creditors becomes due and payable hereunder, the Corporation each Guarantor, jointly and severally, and unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses (including reasonable legal fees and expenses) which may be incurred by the Guaranteed Creditors in collecting or enforcing any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesCompany), then and in such event the Corporation each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationsuch Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesCompany, this Guaranty shall be fully reinstated and the Corporation each Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. This is a guaranty of payment and not of collection. (b) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations and/or the grant of security interests in Collateral to secure its Obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor in respect of intercompany Indebtedness to the Company or other Affiliates of the Company to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder, and after giving effect (x) to the direct and indirect benefits received by such Subsidiary Guarantor as a result of the Credit Documents and the Loans and (y) as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Subsidiary Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including without limitation any such right of contribution under Section 13.01(c)). (c) Subsidiary Guarantors under this Guaranty together desire to allocate among themselves in a fair and equitable manner their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by any Subsidiary Guarantor under this Guaranty (a "Funding Guarantor") that exceeds its Fair Share (as defined below) as of such date, that Funding Guarantor shall be entitled to a contribution from each of the other Subsidiary Guarantors in the amount of such other Subsidiary Guarantor's Fair Share Shortfall (as defined below) as of such date, with the result that all such contributions will cause each Subsidiary Guarantor's Aggregate Payments (as defined below) to equal its Fair Share as of such date. "Fair Share" means, with respect to a Subsidiary Guarantor as of any date of determination, an amount equal to (i) the ratio of (x) the Adjusted Maximum Amount (as defined below) with respect to such Subsidiary Guarantor to (y) the aggregate of the Adjusted Maximum Amounts with respect to all Subsidiary Guarantors, multiplied by (ii) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the obligations guarantied. "Fair Share Shortfall" means, with respect to a Subsidiary Guarantor as of any date of determination, the excess, if any, of the Fair Share of such Subsidiary Guarantor over the Aggregate Payments of such Subsidiary Guarantor. "Adjusted Maximum Amount" means, with respect to a Subsidiary Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Subsidiary Guaran-

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct and indirect benefits to be received by the Corporation Company from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Company hereby agrees with the Lenders as follows: the Corporation Company 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 the Guaranteed Obligations of each Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of any Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Company unconditionally promises to pay such Guaranteed Obligations to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Administrative Agent or the Lenders in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrower), then and in such event the Corporation Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationCompany, notwithstanding any revocation of this Guaranty guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation 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 Lenders Banks to enter into this ------------ Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Holdings from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Holdings hereby agrees with the Lenders Banks as follows: the Corporation Holdings 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 the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Holdings unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrower), then and in such event the Corporation Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationHoldings, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation 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 Lenders Banks to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Holdings from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Holdings hereby agrees with the Lenders as follows: the Corporation hereby absolutely, 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 the Guaranteed Obligations to the Guaranteed CreditorsObligations. If any or all of the Guaranteed Obligations becomes due and payable hereunder, the Corporation Holdings unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrower), then and in such event the Corporation Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationHoldings, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Subsidiary Guarantors from the proceeds extensions of credit hereunder, each of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation Subsidiary Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: the Corporation Subsidiary Guarantor hereby absolutely, unconditionally and irrevocably guarantees, jointly and severally guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Obligations of the Guaranteed Obligations Borrower to the Guaranteed CreditorsAdministrative Agent and the Lenders. If any or all of the Guaranteed Obligations of Borrower to the Administrative Agent and the Lenders becomes due and payable hereunder, the Corporation each Subsidiary Guarantor unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed CreditorsAdministrative Agent and the Lenders, on order, or order, on demand, together with any and all reasonable expenses which may be incurred by the Guaranteed Creditors Administrative Agent or the Lenders in collecting any of the Guaranteed Obligations. This Guaranty 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). 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 Amended and Restated Credit Agreement/D&E Communications, Inc. 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 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 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 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 (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 of its Subsidiaries), then and in such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of this Guaranty Lenders or any other instrument evidencing Person holding any liability of the Corporation 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 Amended and Restated Credit Agreement/D&E Communications, Inc. this Subsection 9.19 may at any time and from time to time exceed the Maximum Guarantor Liability, without impairing the guaranty or any provision contained herein or affecting the rights and remedies of its Subsidiaries, this Guaranty shall be fully reinstated Lenders and 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 payeeAdministrative Agent hereunder.

The Guaranty. In order to induce the Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the Lenders or any of their respective Affiliates other Guaranteed Creditors to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and Secured Bank Product Obligations in recognition of the direct benefits to be received by the Corporation each Credit Party from the proceeds of the Loans, the issuance of the Letters of Credit Revolving Loans and the entering into of Interest Rate Protection Agreements or Other Hedging Agreementssuch Secured Bank Product Obligations, the Corporation each Credit Party hereby agrees with the Lenders Guaranteed Creditors as follows: the Corporation each Credit Party 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 the its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Party to the Guaranteed Creditors becomes due and payable hereunder, the Corporation such Credit Party, unconditionally and irrevocably, promises to pay such Guaranteed Obligations 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 Party Guaranty is a guaranty of payment and not of collection. This Credit Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in 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 of its SubsidiariesRelevant Guaranteed Party), then and in such event the Corporation respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationsuch Credit Party, notwithstanding any revocation of this Credit Party Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesRelevant Guaranteed Party, this Guaranty shall be fully reinstated and the Corporation each Credit 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be -108- 115 received by the Corporation WLI from the proceeds of the Loans, Loans made to the Foreign Borrowers and the issuance of the Letters of Credit and issued for the entering into account of Interest Rate Protection Agreements or Other Hedging Agreementsthe Foreign Borrowers, the Corporation WLI hereby agrees with the Lenders as follows: the Corporation hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, guarantees the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations to the Guaranteed CreditorsObligations. This Guaranty is a primary obligation of WLI and not merely a contract of surety. If any or all of the Guaranteed Obligations becomes due and payable hereunder, the Corporation WLI unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its Subsidiariesspecified Borrower), then and in such event the Corporation WLI agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationWLI, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesForeign Borrowers, this Guaranty shall be fully reinstated and the Corporation WLI 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Company from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Company hereby agrees with the Lenders as follows: the Corporation Company 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 the Guaranteed Obligations of the Subsidiary Borrowers to the Guaranteed 101 110 Creditors. If any or all of the Guaranteed Obligations of such Borrowers to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Company unconditionally promises to pay such Guaranteed Obligations indebtedness to Agent and/or the Guaranteed Creditors, or orderLenders, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Agent or the Lenders in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrowers), then and in such event the Corporation Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationCompany, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Parent Borrower from the proceeds of the Loans, Revolving Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Parent Borrower hereby agrees with the Lenders as follows: the Corporation Parent Borrower hereby absolutely, 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 the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Parent Borrower unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. This 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 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 (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 of its Subsidiaries)claimant, then and in such event the Corporation Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationParent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesDesignated Subsidiary Borrower, this Guaranty shall be fully reinstated and the Corporation 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 Lenders Bank to enter into this Agreement ------------ and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Guarantor from the proceeds of the Loans, the issuance of the Letters Letter of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Guarantor or hereby agrees with the Lenders Bank as follows: the Corporation Guarantor 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 the Guaranteed Obligations of the Company to the Guaranteed CreditorsBank. If any or all of the Guaranteed Obligations of the Company to the Bank becomes due and payable hereunder, the Corporation Guarantor unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed CreditorsBank, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Bank in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor the Bank for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees Bank 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 the Bank 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 the Banks with any such claimant (including the Corporation or any of its SubsidiariesCompany), then and in such event the Corporation Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationGuarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesCompany, this Guaranty shall be fully reinstated and the Corporation 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 in the case of the Mortgages, the Real Property Collateral Agent), the Issuing Lenders, the Swingline Lender and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the Lenders or any of their respective Affiliates other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements or Other Hedging Agreements, Designated Hedge Agreements and Designated Treasury Services Agreements in recognition of the direct and indirect benefits to be received by the Corporation MLP from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Designated Interest Rate Protection Agreements, Designated Hedge Agreements or Other Hedging and Designated Treasury Services Agreements, the Corporation MLP hereby agrees with the Lenders Guaranteed Creditors as follows: the Corporation MLP 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 the Guaranteed its Obligations to the Guaranteed Creditors. If any or all of the Obligations of the MLP to the Guaranteed Obligations Creditors becomes due and payable hereunder, the Corporation MLP, unconditionally and irrevocably, promises to pay such Guaranteed Obligations 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 Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrower), then and in such event the Corporation MLP agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationMLP, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation MLP 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Parent Borrower from the proceeds of the Loans, Revolving Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Parent Borrower hereby agrees with the Lenders Guaranteed Creditors as follows: the Corporation Parent Borrower hereby absolutely, 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 the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower (such term as used in this Section 13 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 Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Parent Borrower unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. This 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 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 (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 of its Subsidiaries)claimant, then and in such event the Corporation Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationParent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesDesignated Subsidiary Borrower, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and 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 affiliates to enter into Interest Rate Protection Hedging Agreements or Other Hedging Agreementsand, and in recognition of the direct benefits to be received by the Corporation Borrower from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into and/or maintenance of Interest Rate Protection Secured Credit Card Agreements or Other and Hedging Agreements, the Corporation Borrower hereby agrees with the Lenders as follows: the Corporation Borrower hereby absolutely, unconditionally and irrevocably 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 the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Borrower unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Borrower Guaranty is a guaranty of payment and not of collection. This Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in 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 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 of its SubsidiariesGuaranteed Party), then and in such event the Corporation Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationBorrower, notwithstanding any revocation of this Borrower Guaranty or any other instrument evidencing any liability of the Corporation or any of its Subsidiariesother Guaranteed Party, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation each Credit Agreement Party from the proceeds of the Loans, the issuance of the Letters of Credit and Bank Guaranties and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation each Credit Agreement Party hereby agrees with the Lenders as follows: the Corporation each Credit Agreement Party hereby absolutely, unconditionally and irrevocably 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 the 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, the Corporation each Credit Agreement Party unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. 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 of its SubsidiariesRelevant Guaranteed Party), then and in such event the Corporation respective Credit Agreement Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationsuch Credit Agreement Party, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesRelevant Guaranteed Party, this Guaranty shall be fully reinstated and the Corporation 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 Lenders Banks to enter into this ------------ Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Holdings from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Holdings hereby agrees with the Lenders Banks as follows: the Corporation Holdings 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 the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Holdings unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed CreditorsAgent and/or the Banks, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Agent or the Banks in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrower), then and in such event the Corporation Holdings agrees that any such judgment, decree, --134-- order, settlement or compromise shall be binding upon the CorporationHoldings, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation (a) Each Guarantor hereby agrees with the Lenders as follows: the Corporation hereby absolutely, unconditionally and irrevocably guaranteesguarantees to the Lenders, as primary obligor on a joint and not merely as suretyseveral basis, the full prompt and prompt complete payment when due, whether upon maturity, acceleration or otherwise, due of any and all of the Guaranteed Obligations present and future indebtedness and obligations (mature or contingent) of the Borrower to the Guaranteed CreditorsLenders, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired (whether by way of discount, letter of credit, lease, loan, overdraft or otherwise and including without limitation all indebtedness and obligations arising under or pursuant to the Loan Documents, including, without limitation, all interest which may be payable on such indebtedness and obligations prior to or during the pending of any insolvency or similar proceeding with respect to the Borrower. All such indebtedness and obligations are referred to in this Agreement as the “Indebtedness” and will be payable by such Guarantor to the Agent, on behalf of the Lenders, at its office set opposite its name on the signature page hereof, or at such other payment office as the Agent may notify such Guarantor of in writing, with respect to all Indebtedness, immediately on demand in the event of any default of the Borrower with respect to such Indebtedness or any part thereof, without setoff or counterclaim. If any or all of the Guaranteed Obligations becomes due and payable hereunder, the Corporation unconditionally promises to pay such Guaranteed Obligations to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred Lender is prevented by the Guaranteed Creditors in collecting law from accelerating any of the Indebtedness in accordance with the terms of any agreement or instrument governing the same the Agent shall be entitled to receive hereunder from such Guarantor, upon demand therefor, the sum which would have otherwise been due had such acceleration occurred. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder (said maximum liability, its “Maximum Guaranteed Amount”) shall in no event exceed such amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) The Guarantors hereby agree, as among themselves, that the ultimate responsibility for payment of the Obligations of the Borrower shall be equitably apportioned among the Guarantors in the proportion that each Guarantor has benefited from the making by the Lenders of the Loans under the Revolving Credit Agreement or, with respect to any Guarantor, if greater, in proportion to the respective net worth of that Guarantor relative to all other Guarantors (such net worth amounts determined in a manner such that none of the obligations of any Guarantor hereunder would be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable provisions of applicable state law). If any Guarantor (an “Overpaying Guarantor”) shall pay an amount (including any amounts of recoveries against any property of such Guarantor under any Security Document) with respect to the Obligations of the Borrower in excess of its proportionate share, determined as set forth in this subsection (c), each other Guarantor shall make a payment to such Overpaying Guarantor in an amount such that the aggregate amount of each Guarantor’s payments hereunder (together any amounts of recoveries against the property of such Guarantor under any Security Document) reflects its proportionate share of the Borrower’s Obligations, as so determined. This Guaranty The foregoing agreement is intended to set forth only the rights and obligations of the Guarantors among themselves and shall in no way affect the obligations of any Guarantor to the Agent or any Lender hereunder (including, without limitation, the joint and several nature of such obligations) or under any other Loan Document. Until the Indebtedness has been indefeasibly paid in full (except for contingent indemnification and expense reimbursement obligations for which a guaranty of payment and claim has not of collection. This Guaranty is a continuing one yet been made) and all liabilities Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution hereunder against any other Guarantor. (d) Each Guarantor agrees that the Indebtedness may at any time and from time to which it applies time exceed the Maximum Guaranteed Amount without impairing this Agreement or may apply under affecting the terms hereof rights and remedies of the Agent and the Lenders hereunder. (e) No payment or payments made by the Borrower, any other guarantor or any other Person or received or collected by the Agent or any Lender from the Borrower, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time in reduction of or in payment of the Indebtedness shall be conclusively presumed deemed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment modify, reduce, release or recovery otherwise affect the liability of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property (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 of its Subsidiaries), then and in such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationGuarantor hereunder which shall, notwithstanding any revocation of this Guaranty such payment or any payments other instrument evidencing any liability of than payments made to the Corporation Agent by such Guarantor or any of its Subsidiariespayments received or collected by the Agent from such Guarantor, this Guaranty shall be fully reinstated and the Corporation shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered Indebtedness up to its Maximum Guaranteed Amount until the same extent as if such amount had never originally been received by any such payeeIndebtedness is indefeasibly paid in full.

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Holdings from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Holdings hereby agrees with the Lenders as follows: the Corporation Holdings 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 the Guaranteed Obligations of Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Holdings unconditionally promises to pay such Guaranteed Obligations indebtedness to Administrative Agent and/or the Guaranteed CreditorsLenders, or order, on demand, together with any and all expenses which may be incurred by Administrative Agent or the Guaranteed Creditors Lenders in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrower), then and in such event the Corporation Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationHoldings, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates Secured Hedge Counterparties to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation each Borrower from the proceeds of the Loans, the issuance of the Letters of Credit and Bank Guaranties, the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation each Borrower hereby agrees with the Lenders and the Secured Hedge Counterparties as follows: the Corporation each Borrower hereby absolutely, unconditionally and irrevocably 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 the 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 Obliga- tions of either Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation each Borrower unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. This Borrower Guaranty is a guaranty of payment and not of collection. This Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in 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 of its SubsidiariesRelevant Guaranteed Party), then and in such event the Corporation respective Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationsuch Credit Agreement Party, notwithstanding any revocation of this Borrower Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesRelevant Guaranteed Party, this Guaranty shall be fully reinstated and the Corporation each 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition Each of the direct benefits to be received by the Corporation from the proceeds of the LoansGuarantors hereby unconditionally guarantees, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation hereby agrees jointly with the Lenders as follows: the Corporation hereby absolutely, unconditionally other Guarantors and irrevocably guarantees, as primary obligor and not merely as suretyseverally, 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 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 Subsidiaries under the Credit Agreement, any Swap Agreement, any Banking Services Agreement and the other Loan Documents and (v) the punctual and faithful performance, keeping, observance, and fulfillment by any Borrower of all of the 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” (provided, however, that the definition of “Guaranteed Obligations” shall not create or include any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor) and the holders from time to time of the Guaranteed Obligations being referred to collectively as the “Holders of Guaranteed CreditorsObligations”). If Upon (x) the failure by any Borrower or all any of its Affiliates, as applicable, to pay punctually any such amount or perform such obligation, and (y) such failure continuing beyond any applicable grace or notice and cure period, each of the Guaranteed Obligations becomes due and payable hereunder, the Corporation unconditionally promises to Guarantors agrees that it shall forthwith on demand pay such Guaranteed Obligations to amount or perform such obligation at the Guaranteed Creditorsplace and in the manner specified in the Credit Agreement, any Swap Agreement, any Banking Services Agreement or orderthe relevant Loan Document, on demand, together with any and all expenses which as the case may be incurred by the Guaranteed Creditors in collecting any be. Each of the Guaranteed Obligations. This Guarantors hereby agrees that this Guaranty is a an absolute, irrevocable and unconditional guaranty of payment and is not a guaranty of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is 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 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 Company or any of its property (including in connection with Affiliates not paying any bankruptcy amount which would, but for such unenforceability, invalidity or similar proceeding) or (ii) any settlement or compromise of any such claim effected illegality, have been payable by such payee with any such claimant (including the Corporation or any of its Subsidiaries), then and in such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of Guarantor under this Guaranty or any other instrument evidencing any liability of on the Corporation or any of its Subsidiaries, date when it would have been due (but so that the amount payable by each Guarantor under this indemnity will not exceed the amount which it would have had to pay under this Guaranty shall be fully reinstated and the Corporation shall be and remain liable to the aforesaid payees hereunder for if the amount so repaid or recovered to claimed had been recoverable on the same extent as if such amount had never originally been received by any such payeebasis of a guaranty).

The Guaranty. In order For valuable consideration, effective as of April 12, 2024, the undersigned, Lifeline Nutraceuticals Corporation, a Colorado corporation (whether one or more than one, “Guarantor”), hereby unconditionally guarantees and promises to induce the Lenders pay promptly to enter into this Agreement Bank of America, N.A., its subsidiaries and to extend credit hereunder and to induce the Lenders affiliates (collectively, “Bank”), or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreementsorder, and in recognition lawful money of the direct benefits United States, any and all Indebtedness of LifeVantage Corporation, a Delaware corporation (“Borrower”), to be received by the Corporation from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation hereby agrees with the Lenders as follows: the Corporation hereby absolutely, 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 Continuing and Unconditional Guaranty (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 and all of the Guaranteed Obligations Swap Obligation to the Guaranteed Creditorsextent 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. If 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 all of the Guaranteed Obligations becomes due and payable hereunder, the Corporation unconditionally promises from time to pay such Guaranteed Obligations to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligationstime renew it after it has been satisfied. This Guaranty is a guaranty cumulative and does not supersede any other outstanding guaranties, and the liability of payment and not of collection. This Guarantor under this Guaranty is a continuing one and all liabilities to which it applies or may apply exclusive of Guarantor’s liability under the terms hereof shall be conclusively presumed to have been created in reliance hereonany other guaranties signed by Guarantor. If claim is ever made upon any Guaranteed Creditor for repayment multiple individuals or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgmententities sign this Guaranty, 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 of its Subsidiaries), then and in such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its Subsidiaries, their obligations under this Guaranty shall be fully reinstated joint and several. “Indebtedness” shall mean and includes any and all advances, debts, obligations and liabilities of 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, under that certain Loan Agreement of even date herewith between Borrower and Bank (as amended, restated or otherwise modified from time to time, the Corporation “Loan Agreement”), including Swap Obligations and obligations under any deposit, treasury management or other similar transaction or arrangement, and whether Borrower may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or later becomes unenforceable. Terms used in this Guaranty and not otherwise defined herein shall be and remain liable have the meaning given to such terms in 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 payeeLoan Agreement.

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation U.S. Borrower from the proceeds of the Foreign Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation US Borrower hereby agrees with the Lenders as follows: the Corporation The US Borrower hereby absolutely, 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 the Guaranteed Obligations to the Guaranteed CreditorsObligations. If any or all of the Guaranteed Obligations becomes due and payable hereunder, the Corporation US Borrower unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 any Subsidiary of the Corporation or any of its SubsidiariesUS Borrower), then and in such event the Corporation US Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationUS Borrower, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of any Subsidiary of the Corporation or any of its SubsidiariesUS Borrower, this Guaranty shall be fully reinstated and the Corporation US 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 Lenders Banks to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation SNIG from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation SNIG hereby agrees with the Lenders Banks as follows: the Corporation SNIG 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 the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation SNIG unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed CreditorsAdministrative Agent and/or the Banks, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Administrative Agent or the Banks in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrower), then and in such event the Corporation SNIG agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationSNIG, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation SNIG 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 Lenders Banks to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by Parent, Holdings and (with respect to the Corporation Guaranteed Obligations of the French Borrower only) the US Borrower (each a "Parent Guarantor" and collectively, the "Parent Guarantors") from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation each Parent Guarantor hereby agrees with the Lenders Banks as follows: the Corporation each Parent Guarantor hereby absolutely, jointly and severally unconditionally and irrevocably 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 the Guaranteed Obligations of the Borrowers (or in the case of the US Borrower, the French Borrower) to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrowers (or in the case of the US Borrower, the French Borrower) to the Guaranteed Creditors becomes due and payable hereunder, the Corporation each Parent Guarantor unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 Borrowers (or any in the case of its Subsidiariesthe US Borrower, the French Borrower)), then and in such event the Corporation each Parent Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationeach Parent Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation Borrowers (or any in the case of its Subsidiariesthe US Borrower, this Guaranty shall be fully reinstated the French Borrower), and the Corporation each 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Intermediate Holdings from the proceeds of the Loans, Loans to be incurred by the Guaranteed Parties and the issuance of the Letters of Credit and for the entering into account of Interest Rate Protection Agreements or Other Hedging Agreementsthe Guaranteed Parties, the Corporation Intermediate Holdings hereby agrees with the Lenders as follows: the Corporation Intermediate Holdings hereby absolutely, 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 the Guaranteed Obligations of each Guaranteed Party to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of any Guaranteed Party to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Intermediate Holdings unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Intermediate Holdings Guaranty is a guaranty of payment and not of collection. This 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 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 of its Subsidiaries)claimant, then and in such event the Corporation Intermediate Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationIntermediate Holdings, notwithstanding any revocation of this Intermediate Holdings Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesGuaranteed Party, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging AgreementsThe Guarantor hereby unconditionally, and in recognition of the direct benefits to be received by the Corporation from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation hereby agrees with the Lenders as follows: the Corporation hereby absolutely, unconditionally absolutely and irrevocably guarantees, as primary obligor and not merely as surety, guarantees to the Lender the full and prompt payment when duepunctual payment, performance and discharge of all Liabilities of the Borrower to the Lender, whenever and however arising. As used herein, "LIABILITIES" means any and all indebtedness, liabilities and obligations of the Borrower to the Lender of every kind and description, whether upon maturitydirect or indirect, acceleration primary or secondary, absolute or contingent, joint, several or joint and several, due or to become due by their terms or by acceleration, now existing or hereafter arising or acquired, and whether created directly or acquired by assignment, purchase or otherwise by the Lender, including, but not limited to, all Liabilities arising under the Credit Agreement, the Notes and the other Loan Documents (as defined below), or by whatever agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and all extensions, renewals and substitutions therefor, and further including without limitation, all reasonable costs, expenses and attorneys' and other professionals' fees incurred in the collection of said Liabilities and in any litigation arising from any of the Liabilities or this Guaranty or in the defense, protection, preservation, realization or enforcement of any rights, liens or remedies against the Borrower or in the defense, protection, preservation, realization and enforcement of any rights, liens or remedies against the Guarantor under this Guaranty or otherwise. This Guaranty shall apply to any loan or other financial accommodation the Lender may provide to the Borrower (whether as a debtor-in-possession or otherwise) in any bankruptcy proceeding, whether such accommodation is voluntary, by court order, or otherwise, of any and all of the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations becomes due and payable hereunder, the Corporation unconditionally promises to pay such Guaranteed Obligations to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof Liabilities 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 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 include any such claim effected by such payee with any such claimant (including the Corporation or any of its Subsidiaries), then and in such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its Subsidiaries, this Guaranty shall be accommodations as fully reinstated and 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 they had been made outside of bankruptcy, and shall include all pre- and post-bankruptcy interest and other charges notwithstanding that such amount had never originally been received by any such payeeinterest and charges may not be provable or recoverable against the Borrower or its estate. Each and every payment obligation or liability guaranteed hereunder shall give rise to a separate cause of action, and separate suits may but need not be brought hereunder as each cause of action arises.

The Guaranty. In order The Guarantor hereby irrevocably and unconditionally guarantees to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation hereby agrees with the Lenders as follows: the Corporation hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, Beneficiary the full and prompt timely performance, payment and discharge by the Maker of all obligations and liabilities of Maker now existing or hereafter arising under the Promissory Note and/or the Margin Agreement, including, but not limited to, payment related to a margin call or a demand for payment related to the account(s) of Maker (or his successors or assigns) (the "Guaranteed Obligations") and hereby agrees that if the Maker shall fail to pay any amount when dueand as the same shall be due and payable by the Maker to the Beneficiary or timely to perform and discharge in full any obligation or liability in accordance with the terms of the Guaranteed Obligations, whether the Guarantor will forthwith upon maturitydemand pay to the Beneficiary an amount equal to any such amount or perform and discharge any such obligation or liability, acceleration as the case may be, as such payment or otherwise, of any performance and all discharge is required pursuant to the terms of the Guaranteed Obligations to be made or done by the Guaranteed Creditors. If any or all of the Guaranteed Obligations becomes due Maker, and payable hereunder, the Corporation unconditionally promises to will further pay such Guaranteed Obligations to the Guaranteed Creditors, or order, on demand, together with any and all expenses which damages that may be payable by the Maker in consequence thereof and all reasonable expenses, including attorneys' fees, that may be incurred by the Guaranteed Creditors Beneficiary in collecting enforcing such obligations and liabilities of the Maker and enforcing the covenants and agreements of the Guarantor herein. The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and of performance of obligations and not of collectibility and is in no way conditional or contingent upon any of attempt to collect from the Maker or upon any other action, occurrence or circumstance whatsoever. It shall not be necessary for the Beneficiary, in order to enforce such payment or performance by the Guarantor, first to institute suit or exhaust its remedies against the Maker or any other Person liable with respect to the Guaranteed Obligations. This Notwithstanding anything to the contrary contained in this Guaranty is a guaranty Agreement, the Guarantor shall, have the benefit of payment and not the right to assert any defenses against the claims of collection. This Guaranty is a continuing one the Beneficiary which are available to the Maker and all liabilities which would have also been available to which it applies or may apply the Guarantor if Guarantor had been in the same contractual position as the Maker 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 Promissory Note, other than defenses arising from the bankruptcy or recovery of any amount or amounts received in payment or on account of any insolvency of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property (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 of its Subsidiaries), then and in such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its Subsidiaries, this Guaranty shall be fully reinstated and 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 payeeMaker.

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates Secured Hedge Counterparties to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation each Credit Agreement Party from the proceeds of the Loans, the issuance of the Letters of Credit and Bank Guaranties the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation each Credit Agreement Party hereby agrees with the Lenders and the Secured Hedge Counterparties as follows: the Corporation each Credit Agreement Party hereby absolutely, unconditionally and irrevocably 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 the 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, the Corporation each Credit Agreement Party unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. 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 of its SubsidiariesRelevant Guaranteed Party), then and in such event the Corporation respective Credit Agreement Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationsuch Credit Agreement Party, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesRelevant Guaranteed Party, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Holdings from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Holdings hereby agrees with the Lenders as follows: the Corporation Holdings hereby absolutely, unconditionally and irrevocably 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 the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Holdings unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrower), then and in such event the Corporation Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationHoldings, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation 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 Lenders or any of their respective Affiliates other Guaranteed Creditors to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and Secured Bank Product Obligations in recognition of the direct benefits to be received by the Corporation each Credit Party from the proceeds of the Loans, the issuance of the Letters of Credit Revolving Loans and the entering into of Interest Rate Protection Agreements or Other Hedging Agreementssuch Secured Bank Product Obligations, the Corporation each Credit Party hereby agrees with the Lenders Guaranteed Creditors as follows: the Corporation each Credit Party 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 the its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Party to the Guaranteed Creditors becomes due and payable hereunder, the Corporation such Credit Party, unconditionally and irrevocably, promises to pay such Guaranteed Obligations 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 Party Guaranty is a guaranty of payment and not of collection. This Credit Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in 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 of its SubsidiariesRelevant Guaranteed Party), then and in such event the Corporation respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationsuch Credit Party, notwithstanding any revocation of this Credit Party Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesRelevant Guaranteed Party, this Guaranty shall be fully reinstated and the Corporation each Credit 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation VHS Holdco I from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation VHS Holdco I hereby agrees with the Lenders as follows: the Corporation hereby absolutely, unconditionally and irrevocably 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 the Guaranteed Obligations to the Guaranteed CreditorsObligations. If any or all of the Guaranteed Obligations becomes due and payable hereunder, the Corporation VHS Holdco I unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all reasonable expenses which may be actually incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrower), then and in such event the Corporation VHS Holdco I agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationVHS Holdco I, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrowers, this Guaranty shall be fully reinstated and the Corporation VHS Holdco I 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Parent Borrower from the proceeds of the Loans, Revolving Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Parent Borrower hereby agrees with the Lenders as follows: the Corporation Parent Borrower hereby absolutely, 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 Back to Contents and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Parent Borrower unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Parent Borrower Guaranteed Obligations. This Parent Borrower Guaranty is a guaranty of payment and not of collection. This 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 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 (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 of its Subsidiaries)claimant, then and in such event the Corporation Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationParent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesDesignated Subsidiary Borrower, this Guaranty shall be fully reinstated and the Corporation 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) Subject to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any last sentence of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation from the proceeds of the LoansSection 1(c), the issuance of the Letters of Credit Guarantor hereby irrevocably, absolutely and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation hereby agrees with the Lenders as follows: the Corporation hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, guarantees to Rice OH the full and prompt timely performance and discharge (including the payment of money) by Drilling D of all Exhibit D – Page 1 obligations and liabilities of Drilling D now existing or hereafter arising under the Rice OH Agreement (the “Drilling D Guaranteed Obligations”) and hereby agrees that if Drilling D shall fail to (i) pay any amount when dueand as the same shall be due and payable by Drilling D to or for the benefit of Rice OH or any subsidiary thereof or (ii) timely perform and discharge in full any other obligation or liability in accordance with the terms of the Rice OH Agreement, whether the Guarantor shall forthwith pay to or for the benefit of Rice OH or any subsidiary thereof, as applicable, such amount or perform and discharge, or cause to be performed and discharged, any such obligation or liability, as the case may be, as such payment or performance and discharge is required to be made or done by Drilling D pursuant to the terms thereof. (b) Subject to the last sentence of Section 1(c), the Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Rice PA the full and timely performance and discharge (including the payment of money) by Drilling B of all obligations and liabilities of Drilling B now existing or hereafter arising under the Rice PA Agreement (the “Drilling B Guaranteed Obligations” and, together with the Drilling D Guaranteed Obligations, the “Guaranteed Obligations”) and hereby agrees that if Drilling B shall fail to (i) pay any amount when and as the same shall be due and payable by Drilling B to or for the benefit of Rice PA or any subsidiary thereof or (ii) timely perform and discharge in full any other obligation or liability in accordance with the terms of the Rice PA Agreement, the Guarantor shall forthwith pay to or for the benefit of Rice PA or any subsidiary thereof, as applicable, such amount or perform and discharge, or cause to be performed and discharged, any such obligation or liability, as the case may be, as such payment or performance and discharge is required to be made or done by Drilling B pursuant to the terms thereof. (c) Except to the extent otherwise expressly provided herein, each of the guarantees set forth in Sections (1)(a) and (1)(b) is an absolute, present and continuing guarantee of payment and of performance of obligations and not of collectibility and is in no way conditional or contingent upon maturityany attempt to collect from Drilling B or Drilling D, acceleration as applicable, or otherwiseupon any other action, occurrence or circumstance whatsoever. It shall not be necessary for any Beneficiary in order to enforce such payment or performance by the Guarantor, first to institute suit or exhaust its remedies against Drilling B or Drilling D, as applicable, the Guarantor or any other person or entity liable with respect to any Guaranteed Obligations. (d) Notwithstanding any provision of this Agreement to the contrary, as to any Guaranteed Obligation which the Guarantor is called upon to pay, perform, or discharge, Guarantor reserves to itself the right to assert any and all of the Guaranteed Obligations claims, counterclaims, defenses, setoffs and other rights to the Guaranteed Creditors. If same extent that Drilling D or Drilling B, as applicable, could assert any such claim, counterclaim, defense, setoff or all of other right against the Guaranteed Obligations becomes due and payable hereunder, the Corporation unconditionally promises applicable Beneficiary with respect to pay such Guaranteed Obligations to the Guaranteed CreditorsObligation, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor except for repayment or recovery of any amount or amounts received in payment or on account those arising out of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (ievents described in Section 2(d) 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 of its Subsidiaries), then and in such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its Subsidiaries, this Guaranty shall be fully reinstated and 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 payeehereof.

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation The Guarantor hereby agrees with the Lenders as follows: 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, 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 the 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 Guaranteed Obligations becomes become due and payable hereunderpayable, the Corporation Guarantor unconditionally promises to pay such Guaranteed Obligations amounts to the Guaranteed CreditorsCommitted Buyer on behalf of the Buyers, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Buyers in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereonsuch amounts. 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 the Buyers are prevented by law from accelerating any of the Guaranteed Obligations and 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. Without limiting the generality of the aforesaid payees repays all or part foregoing, Guarantor acknowledges that this guaranty is a guaranty of said amount by reason payment, not a guaranty 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 of its Subsidiaries), then and in such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its Subsidiaries, this Guaranty shall be fully reinstated and 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 payeecollection.

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and 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 affiliates to enter into Hedging Agreements and to induce Calyon to maintain the Existing Interest Rate Protection Agreements or Other Hedging AgreementsSwap Agreement and, and in recognition of the direct benefits to be received by the Corporation Borrower from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into and/or maintenance of Interest Rate Protection Secured Credit Card Agreements or Other and Hedging Agreements, the Corporation Borrower hereby agrees with the Lenders as follows: the Corporation Borrower hereby absolutely, unconditionally and irrevocably 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 the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Borrower unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Borrower Guaranty is a guaranty of payment and not of collection. This Borrower Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in 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 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 of its SubsidiariesGuaranteed Party), then and in such event the Corporation Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationBorrower, notwithstanding any revocation of this Borrower Guaranty or any other instrument evidencing any liability of the Corporation or any of its Subsidiariesother Guaranteed Party, this Guaranty shall be fully reinstated and the Corporation 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 and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the Lenders or any of their respective Affiliates other Guaranteed Creditors to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and Secured Bank Product Obligations in recognition of the direct benefits to be received by the Corporation each Credit Party from the proceeds of the Loans, the issuance of the Letters of Credit Revolving Loans and the entering into of Interest Rate Protection Agreements or Other Hedging Agreementssuch Secured Bank Product Obligations, the Corporation each Credit Party hereby agrees with the Lenders Guaranteed Creditors as follows: the Corporation each Credit Party 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 the its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Party to the Guaranteed Creditors becomes due and payable hereunder, the Corporation such Credit Party, unconditionally and irrevocably, promises to pay such Guaranteed Obligations 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 Party Guaranty is a guaranty of payment and not of collection. This Credit Party Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in 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 of its SubsidiariesRelevant Guaranteed Party), then and in such event the Corporation respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationsuch Credit Party, notwithstanding any revocation of this Credit Party Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesRelevant Guaranteed Party, this Guaranty shall be fully reinstated and the Corporation each Credit 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 Lenders Banks to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation each Parent Guarantor from the proceeds of the Loans, Revolving Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation each Parent Guarantor hereby agrees with the Lenders Banks as follows: the Corporation Each Parent Guarantor hereby absolutely, unconditionally and irrevocably irrevocably, jointly and severally, guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation each Parent Guarantor, jointly and severally, and unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesBorrower), then and in such event the Corporation each Parent Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationsuch Parent Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation each Parent Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Holdings from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Holdings hereby agrees with the Lenders as follows: the Corporation Holdings hereby absolutely, unconditionally and irrevocably guaranteesguarantees (and does hereby reconfirm its unconditional and irrevocable guaranty under the Original Holdings Guaranty as continued hereunder), 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 the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Holdings unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This 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 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 of its SubsidiariesBorrower), then and in such event the Corporation Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationHoldings, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesBorrower, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation each DRLB Guarantor from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation each DRLB Guarantor hereby agrees with the Lenders as follows: the Corporation each DRLB Guarantor hereby absolutely, unconditionally and irrevocably 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 the its Relevant Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any DRLB Guarantor to the Guaranteed Creditors becomes due and payable hereunder, the Corporation each DRLB Guarantor unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Relevant Guaranteed Obligations. This DRL Borrower Guaranty is a guaranty of payment and not of collection. This 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 (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 of its SubsidiariesRelevant Guaranteed Party), then and in such event the Corporation respective DRLB Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationsuch DRLB Guarantor, notwithstanding any revocation of this DRL Borrower Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesRelevant Guaranteed Party, this Guaranty shall be fully reinstated and the Corporation each 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 to induce the each of the Agents, the Collateral Agent, the Issuing Lenders and the Lenders to enter into this Agreement and to extend credit hereunder hereunder, and to induce the Lenders or any of their respective Affiliates other Guaranteed Creditors to enter into Interest Rate Protection Agreements or Other Hedging Swap Agreements, and in recognition of the direct benefits to be received by the Corporation Holdings from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging such Swap Agreements, the Corporation Holdings hereby agrees with the Lenders primary, absolute and unconditional, as follows: the Corporation Holdings hereby absolutely, unconditionally and irrevocably 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 the Holdings Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Holdings Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Holdings unconditionally and irrevocably promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Holdings Guaranteed Obligations. This Holdings Guaranty is a guaranty of payment and not of collection. This 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 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 (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 Borrowers and any of its Subsidiariesother Holdings Guaranteed Party), then and in such event the Corporation Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationHoldings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of the Corporation either Borrower or any of its Subsidiariesother Holdings Guaranteed Party, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Company from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Company hereby agrees with the Lenders as follows: the Corporation Company 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 the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Company unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or orderAgent and/or the Lenders, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Agent or the Lenders in collecting any of the such Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 (including in connection with any bankruptcy or similar proceeding) property, or (iib) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Corporation or any of its Subsidiaries), then and in such event the Corporation Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationCompany, notwithstanding any revocation of this Guaranty guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesSubsidiary, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Company from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation Parent hereby agrees with the Lenders as follows: the Corporation Parent 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 the Guaranteed Obligations (other than any Excluded Swap Obligations) of the Company to the Guaranteed Creditors. If any or all of the Obligations of the Company to the Guaranteed Obligations Creditors becomes due and payable hereunder, the Corporation Parent unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or orderAdministrative Agent and/or the Lenders, on demand, together with any and all reasonable, out-of-pocket expenses which may be incurred by the Guaranteed Creditors Administrative Agent or the Lenders in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesCompany), then and in such event the Corporation Parent agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationParent, notwithstanding any revocation of the guaranty under this Guaranty Section 15 or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesCompany, this Guaranty shall be fully reinstated and the Corporation Parent 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Company from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Company hereby agrees with the Lenders as follows: the Corporation Company 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 the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Company unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or orderAgent and/or the Lenders, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors Agent or the Lenders in collecting any of the such Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its Subsidiaries), then and in such event the Corporation Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationCompany, notwithstanding any revocation of this Guaranty guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesSubsidiary, this Guaranty shall be fully reinstated and the Corporation 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 Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Company from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation Company hereby agrees with the Lenders as follows: the Corporation Company hereby absolutely, 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 the Guaranteed Obligations of each Designated Subsidiary Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of any Designated Subsidiary Borrower to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Company unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This 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 Guaranteed Obligations as a preference, fraudulent conveyance or otherwise 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 of its Subsidiaries)claimant, then and in such event the Corporation Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationCompany, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its Subsidiarieseach Designated Subsidiary Borrower, this Guaranty shall be fully reinstated and the Corporation 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 (a) The Company hereby unconditionally guarantees to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce Administrative Agent, for the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition benefit of the direct benefits to be received by the Corporation from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation hereby agrees with the Lenders as follows: the Corporation hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as suretyLenders, the full and prompt punctual payment when due, (whether upon at stated maturity, upon acceleration or otherwise) of the principal of, and interest and fees on, each Loan made to and each LC Disbursement incurred by any Eligible Subsidiary as a Borrower pursuant to this Agreement, and the full and punctual payment of all other amounts payable by any Eligible Subsidiary as a Borrower under this Agreement (including all interest which accrues after the commencement of any and all case or proceeding in bankruptcy after the insolvency of, or for the reorganization of the Guaranteed Obligations to the Guaranteed Creditors. If any Company or all of the Guaranteed Obligations becomes due and payable hereunder, the Corporation unconditionally promises to pay such Guaranteed Obligations to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligationsits Subsidiaries, whether or not allowed in such case or proceeding). This Guaranty is a guaranty of payment and is not merely a guaranty of collection. Upon failure by any Eligible Subsidiary to pay punctually any such amount, the Company shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Agreement. (b) Each Subsidiary Guarantor hereby unconditionally guarantees to the Administrative Agent, for the benefit of the Lenders, the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of the principal of, and interest and fees on, each Loan made to and each LC Disbursement incurred by any Borrower (excluding itself, if applicable) pursuant to this Agreement, and the full and punctual payment of all other amounts payable by any Borrower under this Agreement (including all interest which accrues after the commencement of any case or proceeding in bankruptcy after the insolvency of, or for the reorganization of a Subsidiary Guarantor or any of its subsidiaries, whether or not allowed in such case or proceeding). This Guaranty is a continuing one guaranty of payment and all liabilities is not merely a guaranty of collection. Upon failure by any Borrower 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 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 pay punctually any such claim effected by such payee with any such claimant (including amount, each Subsidiary Guarantor shall forthwith on demand pay the Corporation or any of its Subsidiaries), then amount not so paid at the place and in such event the Corporation agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporation, notwithstanding any revocation of manner specified in this Guaranty or any other instrument evidencing any liability of the Corporation or any of its Subsidiaries, this Guaranty shall be fully reinstated and 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 payeeAgreement.

The Guaranty. (a) In order to induce the Lenders Banks to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct and indirect benefits to be received by the Corporation each Guarantor from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging AgreementsCredit, the Corporation each Guarantor hereby agrees with the Lenders Banks as follows: the Corporation Each Guarantor hereby absolutely, unconditionally and irrevocably irrevocably, jointly and severally, guarantees, as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Guaranteed Obligations of the Company to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Company to the Guaranteed Creditors becomes due and payable hereunder, the Corporation each Guarantor, jointly and severally, and unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses (including reasonable legal fees and expenses) which may be incurred by the Guaranteed Creditors in collecting or enforcing any of the Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms 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 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 of its SubsidiariesCompany), then and in such event the Corporation each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Corporationsuch Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Corporation or any of its SubsidiariesCompany, this Guaranty shall be fully reinstated and the Corporation each Parent Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. This is a guaranty of payment and not of collection. (b) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations and/or the grant of security interests in Collateral to secure its Obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany Indebtedness to the Company or other Affiliates of the Company to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder, and after giving effect (x) to the direct and indirect benefits received by such Guarantor as a result of the Credit Documents and the Loans and (y) as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including without limitation any such right of contribution under Section 13.01(c)). (c) Guarantors under this Guaranty together desire to allocate among themselves in a fair and equitable manner their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by any Guarantor under this Guaranty (a "Funding Guarantor") that exceeds its Fair Share (as defined below) as of such date, that Funding Guarantor shall be entitled to a contribution from each of the other Guarantors in the amount of such other Guarantor's Fair Share Shortfall (as defined below) as of such date, with the result that all such contributions will cause each Guarantor's Aggregate Payments (as defined below) to equal its Fair Share as of such date. "Fair Share" means, with respect to a Guarantor as of any date of determination, an amount equal to (i) the ratio of (x) the Adjusted Maximum Amount (as defined below) with respect to such Guarantor to (y) the aggregate of the Adjusted Maximum Amounts with respect to all Guarantors, MULTIPLIED BY (ii) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the obligations guarantied. "Fair Share Shortfall" means, with respect to a Guarantor as of any date of determination, the excess, if any, of the Fair Share of such Guarantor over the Aggregate Payments of such Guarantor. "Adjusted Maximum Amount" means, with respect to a Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Guarantor under this Guaranty, determined as of such date in accordance with this Section 13.01; PROVIDED that, solely for purposes of calculating the "Adjusted Maximum Amount" with respect to any Guarantor for purposes of this Section 13.01(c), any assets or liabilities of such Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not 115

The Guaranty. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and to induce the Lenders or any of their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and in recognition of the direct benefits to be received by the Corporation Holdings from the proceeds of the Loans, Loans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, the Corporation Holdings hereby agrees with the Lenders Guaranteed Creditors as follows: the Corporation Holdings 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 the Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, the Corporation Holdings unconditionally promises to pay such Guaranteed Obligations indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. This Holdings Guaranty is a guaranty of payment and not of collection. This 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 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 of its SubsidiariesBorrower), then and in such event the Corporation Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the CorporationHoldings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of the Corporation Borrower or any of its Subsidiariesother Guaranteed Party, this Guaranty shall be fully reinstated and the Corporation 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.