Common use of The Guaranty Clause in Contracts

The Guaranty. The Guarantor guarantees to the Lender and becomes surety to the Lender for: (a) payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transaction, whether direct or indirect, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have been created in reliance hereon.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Lenders as a result of or in connection with any follows: the Company hereby absolutely, irrevocably and all existing or future indebtedness, liability or obligation of every kind, nature, type, unconditionally guarantees as primary obligor and variety owed by not merely as surety the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfull and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the Guaranteed Obligations of the Designated Borrowers to the Guaranteed Creditors and the due performance and compliance with all terms, covenants, conditions and agreements and conditions 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 Company unconditionally promises to pay such indebtedness to the Administrative Agent and/or such Lenders, as applicable, on demand, together with any and all existing reasonable expenses which may be incurred by the Administrative Agent or future documentsthe Lenders in collecting any of the Guaranteed Obligations. If claim is ever made upon the Administrative Agent and/or any 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers), agreementsthen and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of the guaranty under this Article XI or other instrument evidencing any liability of any Borrower, and writing of every kind, nature, type, the Company shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender each of the Agents, the Collateral Agent and becomes surety the Lenders to the Lender for: (a) payment of any enter into this Agreement and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, typeextend credit hereunder, and variety owed to induce the other Guaranteed Creditors to enter into Post Petition Swap Agreements, and in recognition of the direct benefits to be received by Holdings from the Borrower to proceeds of the Lender from time to timeLoans and the entering into of such Post Petition Swap Agreements, Holdings hereby agrees with the primary, absolute and unconditional, as a result of or in connection with any credit accommodationfollows: Holdings hereby unconditionally and irrevocably guarantees, loan guaranty, overdraft, or other agreement or transactionas primary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsHoldings Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Holdings Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, covenantsHoldings unconditionally and irrevocably promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety expenses which evidence, reflect, embody or give rise to may be incurred by the Guaranteed Creditors in collecting any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Holdings Guaranteed Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This Holdings Guaranty is a guaranty of payment and not of collection. This Holdings Guaranty is a continuing guaranty, one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively deemed 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 or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers and any other Holdings Guaranteed Party), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of each Borrower or any other Holdings Guaranteed Party, and 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. The In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by each Subsidiary Guarantor from the proceeds of the Loans and the issuance of the Letters of Credit, each Subsidiary Guarantor hereby agrees with the Administrative Agent and the Lenders that such Subsidiary Guarantor hereby unconditionally and irrevocably, jointly and severally, guarantees to as primary obligor and not merely as surety the Lender full and becomes surety to the Lender for: (a) prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all sums now or hereafter due of (i) the Obligations and (ii) all other amounts, obligations, covenants and duties owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeAdministrative Agent, as any Lender, any Issuer, any Affiliate of any of them or any Indemnitee, of every type and description (whether by reason of an extension of credit, opening or amendment of a result letter of credit or in connection with payment of any credit accommodationdraft drawn or other payment thereunder, loan loan, guaranty, overdraftindemnification, foreign exchange or currency swap transaction, interest rate hedging transaction or otherwise), present or future, arising under each Hedging Contract between the Borrower and any Person that was a Lender or an Affiliate of a Lender at the time it entered into such Hedging Contract and each Cash Management Document. If any or all of the Obligations become due and payable hereunder, each Subsidiary Guarantor, jointly and severally, unconditionally promises to pay such Obligations to the Lenders, or other agreement or transactionorder, whether direct or indirecton demand, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have been created in reliance hereon.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment direct benefits to be received by VHS Holdco I from the proceeds of any the Loans and all sums now or hereafter due the issuance of the Letters of Credit, VHS Holdco I hereby unconditionally and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsObligations. If any of the Obligations becomes due and payable hereunder, covenantsVHS Holdco I unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in on demand, together with any and all existing reasonable expenses which may be actually incurred by the Guaranteed Creditors in collecting any of the Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery of any amount or amounts received in payment or on account of any of the Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), agreementsthen and in such event VHS Holdco I agrees that any such judgment, decree, order, settlement or compromise shall be binding upon VHS Holdco I, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Borrower, and writing of every kind, nature, type, VHS Holdco I shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and to induce the Lender for: (a) payment Lenders or any of any and all sums now their respective Affiliates to enter into Interest Rate Protection Agreements or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, typeOther Hedging Agreements, and variety owed in recognition of the direct benefits to be received by Holdings from the Borrower to proceeds of the Lender from time to timeLoans, the issuance of the Letters of Credit and Bank Guaranties and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, Holdings hereby agrees with the Lenders as follows: Holdings hereby unconditionally and irrevocably guarantees, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsHoldings Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Holdings Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, covenantsHoldings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety expenses which evidence, reflect, embody or give rise to may be incurred by the Guaranteed Creditors in collecting any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Holdings Guaranteed Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This Holdings Guaranty is a guaranty of payment and not of collection. This Holdings Guaranty is a continuing guaranty, one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively deemed 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 or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers and any other Holdings Guaranteed Party), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of either Borrower or any other Holdings Guaranteed Party, and 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. The Guarantor In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Banks as follows: Holdings hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender full and becomes surety to the Lender for: (a) prompt payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionwhen due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind Guaranteed Obligations of the Borrower to the LenderGuaranteed Creditors. As used in this Guaranty, If any or all of the term “Obligations” shall refer Guaranteed Obligations of the Borrower to the obligations Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such indebtedness to the Administrative Agent and/or the Banks, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent or the Banks in collecting any of paymentthe Guaranteed Obligations. 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, performance decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and indemnification which in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty other instrument evidencing any liability of the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guarantyBorrower, and all liabilities to which it applies or may apply Holdings shall be conclusively deemed and remain liable to have the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and to induce the Lender for: (a) payment Lenders or any of any and all sums now their respective Affiliates to enter into Interest Rate Protection Agreements or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, typeOther Hedging Agreements, and variety owed in recognition of the direct benefits to be received by each Guarantor from the Borrower to proceeds of the Lender from time to timeLoans, the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each Guarantor hereby agrees with the Lenders as follows: each Guarantor hereby unconditionally and irrevocably guarantees, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of its Relevant Guaranteed Obligations to the termsGuaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Guarantor to the Guaranteed Creditors becomes due and payable hereunder, covenantseach Guarantor unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety expenses which evidence, reflect, embody or give rise to may be incurred by the Guaranteed Creditors in collecting any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Relevant Guaranteed Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This Borrower Guaranty is a guaranty of payment and not of collection. This Borrower Guaranty is a continuing guaranty, one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively deemed presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and in such event the respective Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Borrower Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and 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. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment direct benefits to be received by Holdings from the proceeds of any the Loans and all sums now or hereafter due the issuance of the Letters of Credit, Holdings hereby unconditionally and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed Obligations. If any of the Guaranteed Obligations becomes due and payable hereunder, covenantsHoldings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in on demand, together with any and all existing expenses which may be actually incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), agreementsthen and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Borrower, and writing of every kind, nature, type, Holdings shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender fordirect benefits to be received by Parent Borrower from the proceeds of the Loans to be incurred by Arch Europe and the issuance of the Letters of Credit for the account of Arch Europe, the Parent Borrower hereby agrees with the Guaranteed Creditors as follows: (a) payment of any the Parent Borrower hereby unconditionally and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodationprimary obligor and not merely as surety, loan guaranty, overdraft, or other agreement or transactionthe full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed 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, covenantsthe Parent Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing 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. If a claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, agreementsthen and in such event the Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of Arch Europe, and writing of every kind, nature, type, the Parent Borrower shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and to induce the Lender for: (a) payment Lenders or any of any their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and all sums now or hereafter due and owing in recognition of the direct benefits to the Lender be received by the Borrower 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 a result of or in connection with any follows: the Corporation hereby absolutely, unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodationprimary obligor and not merely as surety, loan guaranty, overdraft, or other agreement or transactionthe full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations becomes due and payable hereunder, covenantsthe Corporation unconditionally promises to pay such Guaranteed Obligations to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety expenses which evidence, reflect, embody or give rise to may be incurred by the Guaranteed Creditors in collecting any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Guaranteed Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing guaranty, one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively deemed 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 guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the Parent Borrower from the proceeds of the Loans and the issuance of the Letters of Credit, the Parent Borrower hereby agrees with the Lenders as a result of or in connection with any follows: the Parent Borrower hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodationprimary obligor and not merely as surety, loan guaranty, overdraft, or other agreement or transactionthe full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsParent 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, covenantsthe Parent Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing 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. If a claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, agreementsthen and in such event the Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrower, and writing of every kind, nature, type, the Parent Borrower shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Lenders as follows: Holdings hereby unconditionally and irrevocably guarantees to (and does hereby reconfirm its unconditional and irrevocable guaranty under the Lender and becomes surety to the Lender for: (a) payment of any and all sums now or hereafter due and owing to the Lender by the Borrower Original Holdings Guaranty as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timecontinued hereunder), as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind Guaranteed Obligations of the Borrower to the LenderGuaranteed Creditors. As used in this Guaranty, If any or all of the term “Obligations” shall refer Guaranteed Obligations of the Borrower to the obligations Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this GuarantyGuaranteed Obligations. This Guaranty is a continuing guarantyguaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Borrower, and all liabilities to which it applies or may apply Holdings shall be conclusively deemed and remain liable to have the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to induce the Lender for: (a) payment Lenders or any of any their respective affiliates to enter into Hedging Agreements, and all sums now or hereafter due and owing in recognition of the direct benefits to the Lender be received by the Borrower as a result Subsidiaries of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to from the Lender from time to timeentering into of Hedging Agreements, the Borrower hereby agrees with the Lenders as follows: the Borrower hereby unconditionally and irrevocably guarantees, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, covenantsthe Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety expenses which evidence, reflect, embody or give rise to may be incurred by the Guaranteed Creditors in collecting any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Guaranteed Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This Borrower Guaranty is a guaranty of payment and not of collection. This Borrower Guaranty is a continuing guaranty, one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively deemed 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 or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Guaranteed Party), then and in such event the Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Borrower, notwithstanding any revocation of this Borrower Guaranty or any other instrument evidencing any liability of any other Guaranteed Party, and the Borrower shall be and remain liable to the 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. The Guarantor In order to induce the Banks to enter into this ------------ Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Banks as follows: Holdings hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender full and becomes surety to the Lender for: (a) prompt payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionwhen due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind Guaranteed Obligations of the Borrower to the LenderGuaranteed Creditors. As used in this Guaranty, If any or all of the term “Obligations” shall refer Guaranteed Obligations of the Borrower to the obligations Guaranteed Creditors becomes due and pay able hereunder, Holdings unconditionally promises to pay such indebtedness to the Agent and/or the Banks, or order, on demand, together with any and all expenses which may be incurred by the Agent or the Banks in collecting any of paymentthe Guaranteed Obligations. 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, performance decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and indemnification which in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty other instrument evidencing any liability of the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guarantyBorrower, and all liabilities to which it applies or may apply Holdings shall be conclusively deemed and remain liable to have the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letter of Credit, Holdings (the "Guarantor") hereby agree with the Banks as follows: the Guarantor hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender full and becomes surety to the Lender for: (a) prompt payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionwhen due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind Guaranteed Obligations of the Borrower to the LenderGuaranteed Creditors. As used in this GuarantyIf any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, the term “Obligations” shall refer Guarantor unconditionally promises to pay such indebtedness to the obligations Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of paymentthe Guaranteed Obligations. 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, performance decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and indemnification which in such event the Guarantor has undertaken and assumed pursuant to agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Guarantor, notwithstanding any revocation of this Guaranty. This is a continuing guarantyGuaranty or other instrument evidencing any liability of the Borrower, and all liabilities to which it applies or may apply the Guarantor shall be conclusively deemed 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 been created in reliance hereonthe exclusive right to enforce all rights and claims under this Section 13 against the Guarantor, on behalf of the Guaranteed Creditors.

The Guaranty. The Guarantor guarantees In order to induce the Agents and the Lenders (collectively, the “Lender Creditors”) to enter into this Agreement and becomes surety the Lenders to the Lender for: (a) payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, typeextend credit hereunder, and variety owed to induce the other Guaranteed Creditors to enter into Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, in recognition of the direct benefits to be received by each Credit Agreement Party from the proceeds of the Term Loans and the entering into of such Designated Interest Rate Protection Agreements and Designated Treasury Services Agreements, each Borrower to hereby agrees with the Lender from time to time, Guaranteed Creditors as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfollows: each Borrower hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of its Relevant Guaranteed Obligations to the termsGuaranteed Creditors and any Indemnified Person, covenantsas applicable. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, agreements such Borrower, unconditionally and conditions contained in irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, on order, on demand, together with any and all existing or future documents, instruments, agreements, expenses which may be incurred by the Administrative Agent and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to the other Guaranteed Creditors in collecting any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Relevant Guaranteed Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing guaranty, one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively deemed presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and in such event the respective Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Party, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Lenders as a result of or in connection with any follows: the Company hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, irrevocably guarantees as primary obligor and variety owed by not merely as surety the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfull and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed Obligations (other than, covenantswith respect to the Company, agreements any Excluded Swap Obligations of the Company) 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 conditions contained in payable hereunder, the Company unconditionally promises 109 to pay such indebtedness to the Administrative Agent and/or the Lenders, on demand, together with any and all existing reasonable, out-of-pocket expenses which may be incurred by the Administrative Agent or future documentsthe Lenders in collecting any of the Guaranteed Obligations. 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers), agreementsthen and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of the guaranty under this Section 15 or other instrument evidencing any liability of any Borrower, and writing of every kind, nature, type, the Company shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Lenders as a result of or in connection with any follows: the Company hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodationprimary obligor and not merely as surety, loan guaranty, overdraft, or other agreement or transactionthe full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed 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, covenantsthe Company unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing 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. If a claim is ever 77 made upon any Guaranteed Creditor for repayment or future documentsrecovery 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, agreementsthen and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of each Designated Subsidiary Borrower, and writing of every kind, nature, type, the Company shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Lenders as a result of or in connection with any follows: the Company hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, irrevocably guarantees as primary obligor and variety owed by not merely as surety the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfull and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed 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, covenantsthe Company unconditionally promises to pay such indebtedness to Agent and/or the Lenders, agreements and conditions contained in on demand, together with any and all existing expenses which may be incurred by the Agent or future documentsthe Lenders in collecting any of the Guaranteed Obligations. 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including Borrowers), agreementsthen and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of any Borrower, and writing of every kind, nature, type, the Company shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Banks as follows: Holdings hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender full and becomes surety to the Lender for: (a) prompt payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionwhen due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed 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, covenantsHoldings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers), agreementsthen and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of the Borrowers, and writing of every kind, nature, type, Holdings shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Agents, the Collateral Agent and becomes surety the Lenders to the Lender for: (a) payment of any enter into this Agreement and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, typeextend credit hereunder, and variety owed to induce the other Guaranteed Creditors to enter into Secured Bank Product Obligations in recognition of the direct benefits to be received by each Credit Party from the Borrower to proceeds of the Lender from time to timeRevolving Loans and the entering into of such Secured Bank Product Obligations, each Credit Party hereby agrees with the Guaranteed Creditors as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfollows: each Credit Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of its Relevant Guaranteed Obligations to the termsGuaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Party to the Guaranteed Creditors becomes due and payable hereunder, covenantssuch Credit Party, agreements unconditionally and conditions contained in irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all existing or future documents, instruments, agreements, expenses which may be incurred by the Administrative Agent and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to the other Guaranteed Creditors in collecting any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Relevant Guaranteed Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This Credit Party Guaranty is a guaranty of payment and not of collection. This Credit Party Guaranty is a continuing guaranty, one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively deemed presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and in such event the respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Party, notwithstanding any revocation of this Credit Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and 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. Bankruptcy . 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. The Guarantor In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Banks as follows: Holdings hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender full and becomes surety to the Lender for: (a) prompt payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionwhen due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind Guaranteed Obligations of the Borrower to the LenderGuaranteed Creditors. As used in this Guaranty, If any or all of the term “Obligations” shall refer Guaranteed Obligations of the Borrower to the obligations Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such indebtedness to the Administrative Agent and/or the Banks, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent or the Banks in collecting any of paymentthe Guaranteed Obligations. 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, performance decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and indemnification which in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty other instrument evidencing any liability of the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guarantyBorrower, and all liabilities to which it applies or may apply Holdings shall be conclusively deemed and remain liable to have the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been created in reliance hereon.received by any such payee. 108

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Lenders as a result of or in connection with any follows: the Company hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodationprimary obligor and not merely as surety, loan guaranty, overdraft, or other agreement or transactionthe full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed 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, covenantsthe Company unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing 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. If a claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations as a preference, instrumentsfraudulent conveyance or otherwise and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, agreementsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of each Designated Subsidiary Borrower, and writing of every kind, nature, type, the Company shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Lenders as a result of or in connection with any follows: the Company hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, irrevocably guarantees as primary obligor and variety owed by not merely as surety the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfull and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, covenantsthe Company unconditionally promises to pay such indebtedness to the Agent and/or the Lenders, agreements and conditions contained in on demand, together with any and all existing expenses which may be incurred by the Agent or future documentsthe Lenders in collecting any such Guaranteed Obligations. 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 Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property, agreementsor (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Subsidiaries), then and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of this guaranty or other instrument evidencing any liability of any Subsidiary, and writing of every kind, nature, type, the Company shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Each Guarantor, jointly and severally, hereby unconditionally and irrevocably, until the Termination Date (or such earlier date such Guarantor is released from this Guaranty in accordance with Section 18), guarantees to as primary obligor and not merely as surety the Lender full and becomes surety to the Lender for: (a) prompt payment of any and all sums now or hereafter when due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionperformance, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of its Guaranteed Obligations to the termsGuaranteed Creditors. If any or all of the Guaranteed Obligations becomes due and payable hereunder, covenantssuch Guarantor, agreements unconditionally and conditions contained in irrevocably, jointly and severally, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, on order, on demand, together with any and all existing or future documentsexpenses which may be incurred by the Administrative Agent and the other Guaranteed Creditors in collecting any of the Guaranteed Obligations, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise subject to any and all existing and future indebtedness, liabilities, and obligations of any kind applicable limitations set forth in Section 13.01 of the Borrower to the Lender. As used in this Guaranty, the term “Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this GuarantyCredit Agreement. This Guaranty is a guaranty of payment and not of collection. This Guaranty is a continuing guaranty, one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively deemed presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower or any other Guaranteed Party), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Borrower or any other Guaranteed Party, and such Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount 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. The Guarantor guarantees In order to induce the Lender Banks to enter into this ------------ Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the U.S. Borrower from the proceeds of the Loans and the issuance of the Letters of Credit, the U.S. Borrower hereby agrees with the Banks as a result of or in connection with any follows: the U.S. Borrower hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, irrevocably guarantees as primary obligor and variety owed by not merely as surety the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfull and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsForeign 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, covenantsthe U.S. Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing expenses which may be incurred by the Guaranteed Creditors in collecting any of the Foreign Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any 161 such claim effected by such payee with any such claimant (including the German Borrower), agreementsthen and in such event the U.S. Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the U.S. Borrower, notwithstanding any revocation of this U.S. Borrower Guaranty or any other instrument evidencing any liability of the German Borrower, and writing of every kind, nature, type, the U.S. Borrower shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Agents, the Collateral Agent and becomes surety the Lenders to the Lender for: (a) payment of any enter into this Agreement and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, typeextend credit hereunder, and variety owed to induce the other Guaranteed Creditors to enter into Secured Bank Product Obligations in recognition of the direct benefits to be received by each Credit Party from the Borrower to proceeds of the Lender from time to timeRevolving Loans and the entering into of such Secured Bank Product Obligations, each Credit Party hereby agrees with the Guaranteed Creditors as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfollows: each Credit Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of its Relevant Guaranteed Obligations to the termsGuaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Party to the Guaranteed Creditors becomes due and payable hereunder, covenantssuch Credit Party, agreements unconditionally and conditions contained in irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all existing or future documents, instruments, agreements, expenses which may be incurred by the Administrative Agent and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to the other Guaranteed Creditors in collecting any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Relevant Guaranteed Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This Credit Party Guaranty is a guaranty of payment and not of collection. This Credit Party Guaranty is a continuing guaranty, one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively deemed presumed to have been created in reliance hereon.. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and in such event the respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Party, notwithstanding any revocation of this Credit Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and 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. 211

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment direct benefits to be received by Intermediate Holdings from the proceeds of any and all sums now or hereafter due and owing the Loans to the Lender be incurred by the Borrower Guaranteed Parties and the issuance of the Letters of Credit for the account of the Guaranteed Parties, Intermediate Holdings hereby agrees with the Guaranteed Creditors as a result of or in connection with any follows: Intermediate Holdings hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodationprimary obligor and not merely as surety, loan guaranty, overdraft, or other agreement or transactionthe full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed 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, covenantsIntermediate Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing expenses which may be incurred by the Guaranteed Creditors 118 in collecting any of the Guaranteed Obligations. This Intermediate Holdings Guaranty is a guaranty of payment and not of collection. If a claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, agreementsthen and in such event Intermediate Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Intermediate Holdings, notwithstanding any revocation of this Intermediate Holdings Guaranty or any other instrument evidencing any liability of any Guaranteed Party, and writing of every kind, nature, type, Intermediate Holdings shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees to the Lender and becomes surety to the Lender for: (a) In order to induce the Banks to enter ------------ into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by each Guarantor from the proceeds of the Loans and the issuance of the Letters of Credit and to induce the Banks or any of their respective Affiliates to enter into Interest Rate Protection Agreements, each Guarantor hereby agrees with the Banks as follows: Each Guarantor hereby unconditionally and irrevocably, jointly and severally, guarantees as primary obligor and not merely as surety the full and prompt payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionwhen due, whether direct upon maturity, by acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind Guaranteed Obligations of the Borrower to the LenderSecured Creditors. As used in this Guaranty, If any or all of the term “Obligations” shall refer Guaranteed Obligations of the Borrower to the obligations Secured Creditors becomes due and payable hereunder, each Guarantor, jointly and severally, unconditionally promises to pay such indebtedness to the Secured Creditors, or order, on demand, together with any and all reasonable expenses which may be incurred by the Agent or the Secured Creditors in collecting any of paymentthe Guaranteed Obligations. If claim is ever made upon any Secured Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, performance decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and indemnification which in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Company, and each other Guarantor has undertaken shall be and assumed pursuant remain jointly and severally liable to this Guarantythe 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 continuing guaranty, guaranty of payment and all liabilities to which it applies or may apply shall be conclusively deemed to have been created in reliance hereonnot of collection.

The Guaranty. The Guarantor guarantees In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be -108- 115 received by WLI from the proceeds of the Loans made to the Lender Foreign Borrowers and becomes surety to the Lender for: (a) issuance of the Letters of Credit issued for the account of the Foreign Borrowers, WLI hereby unconditionally and irrevocably guarantees the full and prompt payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionwhen due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed Obligations. This Guaranty is a primary obligation of WLI and not merely a contract of surety. If any of the Guaranteed Obligations becomes due and payable hereunder, covenantsWLI unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any specified Borrower), agreementsthen and in such event WLI agrees that any such judgment, decree, order, settlement or compromise shall be binding upon WLI, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Foreign Borrowers, and writing of every kind, nature, type, WLI shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Parent, Holdings and (with respect to the Lender Guaranteed Obligations of the French Borrower only) the US Borrower (each a "Parent Guarantor" and becomes surety to collectively, the Lender for"Parent Guarantors") from the proceeds of the Loans and the issuance of the Letters of Credit, each Parent Guarantor hereby agrees with the Banks as follows: (a) payment of any each Parent Guarantor hereby jointly and all sums now or hereafter due severally unconditionally and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed Obligations of the Borrowers (or in the case of the US Borrower, covenantsthe 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, agreements the French Borrower) to the Guaranteed Creditors becomes due and conditions contained in payable hereunder, each Parent Guarantor unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all existing expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers (or in the case of the US Borrower, agreementsthe French Borrower)), then and in such event each Parent Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon each Parent Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Borrowers (or in the case of the US Borrower, the French Borrower), and writing of every kind, nature, type, each Parent Guarantor shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Lenders as follows: Holdings hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender full and becomes surety to the Lender for: (a) prompt payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionwhen due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed Obligations of the Borrower and its Subsidiaries to the Guaranteed Creditors. If any or all 129 of the Guaranteed Obligations of the Borrower or its Subsidiaries to the Guaranteed Creditors becomes due and payable hereunder, covenantsHoldings unconditionally promises to pay such indebtedness to the Administrative Agent and/or the Lenders, agreements and conditions contained in or order, on demand, together with any and all existing expenses which may be incurred by the Administrative Agent or future documents, instruments, agreements, and writing the Lenders in collecting any of every kind, nature, type, and variety which evidence, reflect, embody the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or give rise to any and all existing and future indebtedness, liabilities, and obligations recovery of any kind amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower or any of its Subsidiaries), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of the Borrower or any of its Subsidiaries, and Holdings shall be and remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor In order to induce the Banks to enter into this ------------ Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Banks as follows: Holdings hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender full and becomes surety to the Lender for: (a) prompt payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionwhen due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind Guaranteed Obligations of the Borrower to the LenderGuaranteed Creditors. As used in this Guaranty, If any or all of the term “Obligations” shall refer Guaranteed Obligations of the Borrower to the obligations Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of paymentthe Guaranteed Obligations. 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, performance decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and indemnification which in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guarantyBorrower, and all liabilities to which it applies or may apply Holdings shall be conclusively deemed and remain liable to have the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Banks to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment direct benefits to be received by Holdings from the proceeds of any the Loans and all sums now or hereafter due the issuance of the Letters of Credit, Holdings hereby unconditionally and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodationprimary obligor and not merely as surety, loan guaranty, overdraft, or other agreement or transactionthe full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed Obligations. If any of the Guaranteed Obligations becomes due and payable hereunder, covenantsHoldings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), agreementsthen and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Borrower, and writing of every kind, nature, type, Holdings shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. (a) The Guarantor absolutely, irrevocably and unconditionally guarantees to the Lender Bank the full and becomes surety to the Lender for: prompt payment when due (awhether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result obligations of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionBank, whether direct any such obligation now exists or indirect, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquiredhereafter arises, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of for principal, interest, penaltiesfees, reimbursementsreimbursement obligations, advancements, escrows, collection expenses, and fees; and indemnity obligations or other amounts arising under the Term Loan Agreement (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsforegoing, covenants, agreements the “Obligations”). The books and conditions contained records of the Bank showing the amount of the Obligations of the Borrower shall be admissible in evidence in any and all existing action or future documents, instruments, agreements, and writing proceeding for the purpose of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations establishing the amount of any kind the Obligations of the Borrower to the LenderBank. As used in this Guaranty, the term “Obligations” shall refer The Guarantor further agrees to pay to the obligations Bank any and all reasonable out-of-pocket expenses (including all reasonable and documented fees and expenses of payment, performance and indemnification which counsel) incurred by the Guarantor has undertaken and assumed pursuant to Bank in enforcing its rights under this Guaranty. This is a continuing guaranty. It will (i) remain in full force and effect until the Obligations are paid in full, (ii) be binding upon the Guarantor and the Guarantor’s successors and assigns, and (iii) inure to the benefit of and be enforceable by the Bank and its successors and permitted transferees and assigns. The Guarantor’s liability hereunder shall not exceed at any one time the aggregate sum of United States Dollars (US$700,000,000.00) or (if applicable) its equivalent in foreign currencies, at conversion rates established by the Bank, plus any interest accrued thereon, charges relating thereto including, without limitation, monetary corrections, if any, and all liabilities aforementioned costs and expenses. This Guaranty is entered into in connection with the Term Loan Agreement and is not intended to which it applies replace or supersede other guaranties (if any) that may apply shall be conclusively deemed to have been created executed by the Guarantor in reliance hereonfavor of the Bank in respect of other financial accommodations provided by the Bank.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and to induce the Lender for: (a) payment Lenders or any of any and all sums now their respective Affiliates to enter into Interest Rate Protection Agreements or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, typeOther Hedging Agreements, and variety owed in recognition of the direct benefits to be received by Holdings from the Borrower to proceeds of the Lender from time to timeLoans and the issuance of the Letters of Credit and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, Holdings hereby agrees with the Guaranteed Creditors as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfollows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, covenantsHoldings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety expenses which evidence, reflect, embody or give rise to may be incurred by the Guaranteed Creditors in collecting any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Guaranteed Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This Holdings Guaranty is a guaranty of payment and not of collection. This Holdings Guaranty is a continuing guaranty, one and all liabilities obligations to which it applies or may apply under the terms hereof shall be conclusively deemed 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 or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of the Borrower or any other Guaranteed Party, and 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. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Lenders as a result of or in connection with any follows: the Company hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodationprimary obligor and not merely as surety, loan guaranty, overdraft, or other agreement or transactionthe full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed 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, covenantsthe Company unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing 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. If a claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, agreementsthen and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of each Designated Subsidiary Borrower, and writing of every kind, nature, type, the Company shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor In order to induce Lenders to enter into this Agreement and to extend and continue credit hereunder and in recognition of the direct benefits to be received by Company from the proceeds of the Loans and the issuance of the Letters of Credit, Company hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender full and becomes surety to the Lender for: (a) prompt payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionwhen due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed Obligations of Subsidiary Borrowers to Guaranteed Creditors. If any or all of the Guaranteed Obligations of Subsidiary Borrowers to Guaranteed Creditors becomes due and payable hereunder, covenantsthe Company unconditionally promises to pay such indebtedness to Administrative Agent and/or the Lenders, agreements and conditions contained in on demand, together with any and all existing expenses which may be incurred by the Agent or future documentsthe Lenders in collecting any of the Guaranteed Obligations. 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including Borrowers), agreementsthen and in such event Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Company, notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of any Borrower, and writing of every kind, nature, type, Company shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings and Parent (each a "Parent Guarantor" and collectively, the "Parent Guarantors") from the proceeds of the Loans, each Parent Guarantor guarantees to hereby agrees with the Lender Banks as follows: each Parent Guarantor hereby jointly and becomes surety to the Lender for: (a) payment of any severally unconditionally and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind Guaranteed Obligations of the Borrower to the LenderGuaranteed Creditors. As used in this Guaranty, If any or all of the term “Obligations” shall refer Guaranteed Obligations of the Borrower to the obligations Guaranteed Creditors becomes due and payable hereunder, each Parent Guarantor unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of paymentthe Guaranteed Obligations. 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, performance decree or order of any court or administrative body hav ing jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and indemnification which in such event each Parent Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon each Parent Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liabil ity of the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guarantyBorrower, and all liabilities to which it applies or may apply each Parent Guarantor shall be conclusively deemed and remain liable to have the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by each Parent Guarantor guarantees to from the Lender proceeds of the Revolving Loans and becomes surety to the Lender for: (a) payment issuance of any the Letters of Credit, each Parent Guarantor hereby agrees with the Banks as follows. Each Parent Guarantor hereby unconditionally and all sums now or hereafter due irrevocably, jointly and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtednessseverally, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeguarantees, as a result of or in connection with any credit accommodationprimary obligor and not merely as surety, loan guaranty, overdraft, or other agreement or transactionthe full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind Guaranteed Obligations of the Borrower to the LenderGuaranteed Creditors. As used in this Guaranty, If any or all of the term “Obligations” shall refer Guaranteed Obligations of the Borrower to the obligations of paymentGuaranteed Creditors becomes due and payable hereunder, performance each Parent Guarantor, jointly and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guarantyseverally, and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, on demand, together with any and all liabilities to expenses which it applies may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or may apply recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event each Parent Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be conclusively deemed binding upon such Parent Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Borrower, and each Parent Guarantor shall be and remain jointly and severally liable to have the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder, to induce the Lender for: (a) payment Credit Card Issuers to enter into and/or maintain Secured Credit Card Agreements, to induce the Lenders or any of any and all sums now or hereafter due and owing their respective affiliates to enter into Hedging Agreements and, in recognition of the Lender direct benefits to be received by the Borrower as a result from the proceeds of or in connection with any the Loans, the issuance of the Letters of Credit and all existing or future indebtednessthe entering into and/or maintenance of Secured Credit Card Agreements and Hedging Agreements, liability or obligation of every kind, nature, type, and variety owed by the Borrower to hereby agrees as follows: the Lender from time to timeBorrower hereby unconditionally and irrevocably guarantees, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, covenantsthe Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety expenses which evidence, reflect, embody or give rise to may be incurred by the Guaranteed Creditors in collecting any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Guaranteed Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This Borrower Guaranty is a guaranty of payment and not of collection. This Borrower Guaranty is a continuing guaranty, one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively deemed 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 or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Guaranteed Party), then and in such event the Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Borrower, notwithstanding any revocation of this Borrower Guaranty or any other instrument evidencing any liability of any other Guaranteed Party, and the Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. The Guarantor In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by SNIG from the proceeds of the Loans, SNIG hereby agrees with the Banks as follows: SNIG hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender full and becomes surety to the Lender for: (a) prompt payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionwhen due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind Guaranteed Obligations of the Borrower to the LenderGuaranteed Creditors. As used in this Guaranty, If any or all of the term “Obligations” shall refer Guaranteed Obligations of the Borrower to the obligations Guaranteed Creditors becomes due and payable hereunder, SNIG unconditionally promises to pay such indebtedness to the Administrative Agent and/or the Banks, or order, on demand, together with any and all expenses which may be incurred by the Administrative Agent or the Banks in collecting any of paymentthe Guaranteed Obligations. 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, performance decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and indemnification which in such event SNIG agrees that any such judgment, decree, order, settlement or compromise shall be binding upon SNIG, notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guarantyBorrower, and all liabilities to which it applies or may apply SNIG shall be conclusively deemed and remain liable to have the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any direct and all sums now or hereafter due and owing indirect benefits to the Lender be received by the Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Lenders as a result of or in connection with any follows: the Company hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, irrevocably guarantees as primary obligor and variety owed by not merely as surety the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfull and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed 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, covenantsthe Company unconditionally promises to pay such Guaranteed Obligations or order, agreements and conditions contained in on demand, together with any and all existing expenses which may be incurred by the Administrative Agent or future documentsthe Lenders in collecting any of the Guaranteed Obligations. 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Borrower), agreementsthen and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of this guaranty or other instrument evidencing any liability of any Borrower, and writing of every kind, nature, type, the Company shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guarantysame extent as if such amount had never originally been received by any such payee. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have been created in reliance hereon.115

The Guaranty. The Guarantor guarantees In order to induce the Lender Banks to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Banks as a result of or in connection with any follows: the Company hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, irrevocably guarantees as primary obligor and variety owed by not merely as surety the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfull and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed 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, covenantsthe Company unconditionally promises to pay such indebtedness to the Administrative Agent and/or the Banks, agreements and conditions contained in on demand, together with any and all existing reasonable, out-of-pocket expenses which may be incurred by the Administrative Agent or future documentsthe Banks in collecting any of the Guaranteed Obligations. 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers), agreementsthen and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of the guaranty under this Section 15 or other instrument evidencing any liability of any Borrower, and writing of every kind, nature, type, the Company shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment direct benefits to be received by VHS Holdco I from the proceeds of any the Loans and all sums now or hereafter due the issuance of the Letters of Credit, VHS Holdco I hereby unconditionally and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed Obligations. If any of the Guaranteed Obligations becomes due and payable hereunder, covenantsVHS Holdco I unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in on demand, together with any and all existing reasonable expenses which may be actually incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Borrower), agreementsthen and in such event VHS Holdco I agrees that any such judgment, decree, order, settlement or compromise shall be binding upon VHS Holdco I, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Borrowers, and writing of every kind, nature, type, VHS Holdco I shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and to induce the Lender for: (a) payment of any and all sums now Secured Hedge Counterparties to enter into Interest Rate Protection Agreements or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, typeOther Hedging Agreements, and variety owed in recognition of the direct benefits to be received by each Credit Agreement Party from the Borrower to proceeds of the Lender from time to timeLoans, the issuance of the Letters of Credit and Bank Guaranties the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each Credit Agreement Party hereby agrees with the Lenders and the Secured Hedge Counterparties as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of its Relevant Guaranteed Obligations to the termsGuaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, covenantseach Credit Agreement Party unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety expenses which evidence, reflect, embody or give rise to may be incurred by the Guaranteed Creditors in collecting any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Relevant Guaranteed Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing guaranty, one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively deemed presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and in such event the respective Credit Agreement Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Party, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Lenders as a result of or in connection with any follows: the Company hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, irrevocably guarantees as primary obligor and variety owed by not merely as surety the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfull and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, covenantsthe Company unconditionally promises to pay such indebtedness to the Agent and/or the Lenders, agreements and conditions contained in on demand, together with any and all existing expenses which may be incurred by the Agent or future documentsthe Lenders in collecting any such Guaranteed Obligations. 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 Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Subsidiaries), agreementsthen and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of this guaranty or other instrument evidencing any liability of any Subsidiary, and writing of every kind, nature, type, the Company shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Lenders as follows: Holdings hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender full and becomes surety to the Lender for: (a) prompt payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionwhen due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed 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, covenantsHoldings unconditionally promises to pay such indebtedness to the Administrative Agent and/or the Lenders, agreements and conditions contained in or order, on demand, together with any and all existing expenses which may be incurred by the Administrative Agent or future documents, instruments, agreements, and writing the Lenders in collecting any of every kind, nature, type, and variety which evidence, reflect, embody the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or give rise to any and all existing and future indebtedness, liabilities, and obligations recovery of any kind amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower or any of its Subsidiaries), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of the Borrower or any of its Subsidiaries, and Holdings shall be and remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Banks to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the U.S. Borrower from the proceeds of the Loans and the issuance of the Letters of Credit, the U.S. Borrower hereby agrees with the Banks as a result of or in connection with any follows: the U.S. Borrower hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, irrevocably guarantees as primary obligor and variety owed by not merely as surety the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfull and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsForeign 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, covenantsthe U.S. Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing expenses which may be incurred by the Guaranteed Creditors in collecting any of the Foreign Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the German Borrower), agreementsthen and in such event the U.S. Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the U.S. Borrower, notwithstanding any revocation of this U.S. Borrower Guaranty or any other instrument evidencing any liability of the German Borrower, and writing of every kind, nature, type, the U.S. Borrower shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender fordirect benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Lenders as follows: (a) payment of any Holdings hereby unconditionally and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind Guaranteed Obligations of the Borrower to the LenderGuaranteed Creditors. As used in this Guaranty, If any or all of the term “Obligations” shall refer Guaranteed Obligations of the Borrower to the obligations Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this GuarantyGuaranteed Obligations. This Guaranty is a continuing guarantyguaranty of payment and not of collection. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Borrower, and all liabilities to which it applies or may apply Holdings shall be conclusively deemed and remain liable to have the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the Parent Borrower from the proceeds of the Revolving Loans and the issuance of the Letters of Credit, the Parent Borrower hereby agrees with the Lenders as a result of or in connection with any follows: the Parent Borrower hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodationprimary obligor and not merely as surety, loan guaranty, overdraft, or other agreement or transactionthe full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsParent 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, covenantsthe Parent Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing 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. If a claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, agreementsthen and in such event the Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability of any Designated Subsidiary Borrower, and writing of every kind, nature, type, the Parent Borrower shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Banks to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Banks as a result of or in connection with any follows: the Company hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, irrevocably guarantees as primary obligor and variety owed by not merely as surety the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfull and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed 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, covenantsthe Company unconditionally promises to pay such indebtedness to the Administrative Agent and/or the Banks, agreements and conditions contained in on demand, together with any and all existing expenses which may be incurred by the Administrative Agent or future documentsthe Banks in collecting any of the Guaranteed Obligations. 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers), agreementsthen and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of the guaranty under this Section 15 or other instrument evidencing any liability of any Borrower, and writing of every kind, nature, type, the Company shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment direct benefits to be received by Intermediate Holdings from the proceeds of any and all sums now or hereafter due and owing the Loans to the Lender be incurred by the Borrower Guaranteed Parties and the issuance of the Letters of Credit for the account of the Guaranteed Parties, Intermediate Holdings hereby agrees with the Guaranteed Creditors as a result of or in connection with any follows: Intermediate Holdings hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodationprimary obligor and not merely as surety, loan guaranty, overdraft, or other agreement or transactionthe full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed 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, covenantsIntermediate Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing 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. If a claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, agreementsthen and in such event Intermediate Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Intermediate Holdings, notwithstanding any revocation of this Intermediate Holdings Guaranty or any other instrument evidencing any liability of any Guaranteed Party, and writing of every kind, nature, type, Intermediate Holdings shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees to the Lender and becomes surety to the Lender for: (a) payment In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of any the direct and all sums now or hereafter due indirect benefits to be received by each Guarantor from the proceeds of the Loans and owing to the Lender by issuance of the Borrower Letters of Credit, each Guarantor hereby agrees with the Banks as a result of or in connection with any follows: Each Guarantor hereby unconditionally and all existing or future indebtednessirrevocably, liability or obligation of every kindjointly and severally, nature, type, and variety owed by the Borrower to the Lender from time to timeguarantees, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed 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, covenantseach Guarantor, agreements jointly and conditions contained in severally, and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all existing expenses (including reasonable legal fees and expenses) which may be incurred by the Guaranteed Creditors in collecting or future documentsenforcing any of the Guaranteed Obligations. 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Company), agreementsthen and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Company, and writing of every kind, nature, type, each Parent Guarantor shall be and variety which evidence, reflect, embody or give rise to any remain jointly and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower severally liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guarantysame extent as if such amount had never originally been received by any such payee. This is a continuing guaranty, guaranty of payment and all liabilities to which it applies or may apply shall be conclusively deemed to have been created in reliance hereonnot of collection.

The Guaranty. The Guarantor In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Banks as follows: Holdings hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender full and becomes surety to the Lender for: (a) prompt payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionwhen due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind Guaranteed Obligations of the Borrower to the LenderGuaranteed Creditors. As used in this Guaranty, If any or all of the term “Obligations” shall refer Guaranteed Obligations of the Borrower to the obligations of paymentGuaranteed Creditors becomes due and payable hereunder, performance and indemnification which Holdings unconditionally promises to pay such indebtedness to the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guarantyAdministrative Agent and/or the Banks, or order, on demand, together with any and all liabilities to expenses which it applies may be incurred by the Administrative Agent or may apply shall be conclusively deemed to have been created the Banks in reliance hereon.collecting any of the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and to induce the Lender for: (a) payment Lenders or any of any and all sums now their respective Affiliates to enter into Interest Rate Protection Agreements or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, typeOther Hedging Agreements, and variety owed in recognition of the direct benefits to be received by each Credit Agreement Party from the Borrower to proceeds of the Lender from time to timeLoans, the issuance of the Letters of Credit and Bank Guaranties and the entering into of Interest Rate Protection Agreements or Other Hedging Agreements, each Credit Agreement Party hereby agrees with the Lenders as follows: each Credit Agreement Party hereby unconditionally and irrevocably guarantees, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of its Relevant Guaranteed Obligations to the termsGuaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Agreement Party to the Guaranteed Creditors becomes due and payable hereunder, covenantseach Credit Agreement Party unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety expenses which evidence, reflect, embody or give rise to may be incurred by the Guaranteed Creditors in collecting any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Relevant Guaranteed Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This Credit Agreement Party Guaranty is a guaranty of payment and not of collection. This Credit Agreement Party Guaranty is a continuing guaranty, one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively deemed presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and in such event the respective Credit Agreement Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Agreement Party, notwithstanding any revocation of this Credit Agreement Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and each Credit Agreement Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. The Guarantor In order to induce the Agents and the Lenders to enter into this Agreement and to extend credit hereunder, each Credit Party hereby agrees with the Guaranteed Creditors as follows: each Credit Party hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender full and becomes surety to the Lender for: (a) prompt payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionwhen due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of its Guaranteed Obligations to the termsGuaranteed Creditors. If any or all of the Guaranteed Obligations of any Credit Party to the Guaranteed Creditors becomes due and payable hereunder, covenantssuch Credit Party, agreements unconditionally and conditions contained in irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, on demand, together with any and all existing or future documents, instruments, agreements, expenses which may be incurred by the Administrative Agent and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to the other Guaranteed Creditors in collecting any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Guaranteed Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This Credit Party Guaranty is a guaranty of payment and not of collection. This Credit Party Guaranty is a continuing guaranty, one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively deemed 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 or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Guaranteed Party), then and in such event the respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Party, notwithstanding any revocation of this Credit Party Guaranty or any other instrument evidencing any liability of any Guaranteed Party, and 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. The Guarantor (a) In order to induce the Bank to enter into this Agreement, each of the Guarantors, jointly and severally, hereby unconditionally and absolutely guarantees to the Lender Bank as primary obligor and becomes surety not merely as surety, the full and prompt payment and performance when due, whether at stated maturity, acceleration or otherwise, of (i)(A) the Loans to the Lender for: (a) payment of any Borrower under this Agreement and all sums now or hereafter due and owing pursuant to the Lender 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 as under the Loan Agreement or any other Loan Document (including interest accruing after the filing of a result petition or commencement of a case by or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by respect to the Borrower seeking relief under any applicable federal and state laws pertaining to the Lender from time to timebankruptcy, as a result reorganization, arrangement, moratorium, readjustment of or in connection with any credit accommodationdebts, loan guarantydissolution, overdraft, liquidation or other agreement or transactiondebtor relief, whether direct or indirectspecifically including, absolute or contingentwithout limitation, primary or secondarythe Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expensesthe claim for such interest is allowed in such proceeding), and fees; and (bB) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the LenderBank 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 Obligations”). As used in this GuarantyIf any or all of the Guaranteed Obligations becomes due and payable hereunder, the term “Obligations” shall refer each Guarantor, jointly and severally, unconditionally promises to pay such indebtedness to the obligations of paymentBank on order, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guarantyor demand, together with any and all liabilities to reasonable expenses which it applies or may apply shall be conclusively deemed to have been created incurred by the Bank in reliance hereoncollecting any of the Guaranteed Obligations.

The Guaranty. The Guarantor guarantees In order to induce the Lender Administrative Agent, the Collateral Agent and becomes surety the Lenders to the Lender for: (a) payment of any enter into this Agreement and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, typeextend credit hereunder, and variety owed to induce the other Guaranteed Creditors to enter into Secured Bank Product Obligations in recognition of the direct benefits to be received by each Credit Party from the Borrower to proceeds of the Lender from time to timeRevolving Loans and the entering into of such Secured Bank Product Obligations, each Credit Party hereby agrees with the Guaranteed Creditors as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfollows: each Credit Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of its Relevant Guaranteed Obligations to the termsGuaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Party to the Guaranteed Creditors becomes due and payable hereunder, covenantssuch Credit Party, agreements unconditionally and conditions contained in irrevocably, promises to pay such obligations to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all existing or future documents, instruments, agreements, expenses which may be incurred by the Administrative Agent and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to the other Guaranteed Creditors in collecting any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Relevant Guaranteed Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This Credit Party Guaranty is a guaranty of payment and not of collection. This Credit Party Guaranty is a continuing guaranty, one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively deemed presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and in such event the respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Party, notwithstanding any revocation of this Credit Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and 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. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the U.S. Borrower from the proceeds of the Foreign Loans, the US Borrower hereby agrees with the Lenders as a result of or in connection with any follows: The US Borrower hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodationprimary obligor and not merely as surety, loan guaranty, overdraft, or other agreement or transactionthe full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed Obligations. If any or all of the Guaranteed Obligations becomes due and payable hereunder, covenantsthe US Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing 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. If claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Subsidiary of the US Borrower), agreementsthen and in such event the US Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the US Borrower, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of any Subsidiary of the US Borrower, and writing of every kind, nature, type, the US Borrower shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Lenders as a result of or in connection with any follows: the Company hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, irrevocably guarantees as primary obligor and variety owed by not merely as surety the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfull and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed 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, covenantsthe Company unconditionally promises to pay such indebtedness to the Agent and/or the Lenders, agreements and conditions contained in on demand, together with any and all existing expenses which may be incurred by the Agent or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody the Lenders in collecting any such Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or give rise to any and all existing and future indebtedness, liabilities, and obligations recovery of any kind amount or amounts received in payment or on account of any Guaranteed Obligations of the Borrower to Subsidiary Borrowers and any of the Lender. As used in this Guarantyaforesaid payees repays all or part of said amount by reason of (i) any judgment, the term “Obligations” shall refer to the obligations decree or order of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies any court or may apply shall be conclusively deemed to have been created in reliance hereon.administrative body having jurisdiction over such payee or any of its property or

The Guaranty. The Guarantor guarantees In order to induce the Lender Bank to enter into this Agreement ------------ and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the Borrower Guarantor from the issuance of the Letter of Credit, the Guarantor or hereby agrees with the Bank as a result of or in connection with any follows: the Guarantor hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, irrevocably guarantees as primary obligor and variety owed by not merely as surety the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfull and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed Obligations of the Company to the Bank. If any or all of the Guaranteed Obligations of the Company to the Bank becomes due and payable hereunder, covenantsthe Guarantor unconditionally promises to pay such indebtedness to the Bank, agreements and conditions contained in or order, on demand, together with any and all existing expenses which may be incurred by the Bank in collecting any of the Guaranteed Obligations. If claim is ever made upon the Bank for repayment or future documentsrecovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and the Bank repays all or part of said amount by reason of (i) any judgment, instrumentsdecree or order of any court or administrative body having jurisdiction over the Bank or any of its property or (ii) any settlement or compromise of any such claim effected by the Banks with any such claimant (including the Company), agreementsthen and in such event the Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Guarantor, notwithstanding any revocation of this Guaranty other instrument evidencing any liability of the Company, and writing of every kind, nature, type, the Guarantor shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor In order to induce the Banks to enter into this ------------ Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Banks as follows: Holdings hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender full and becomes surety to the Lender for: (a) prompt payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionwhen due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed 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, covenantsHoldings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing expenses which may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers), agreementsthen and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of the Borrowers, and writing of every kind, nature, type, Holdings shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Lenders as follows: Holdings hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender full and becomes surety to the Lender for: (a) prompt payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionwhen due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed 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, covenantsHoldings unconditionally promises to pay such indebtedness to Administrative Agent and/or the Lenders, agreements and conditions contained in or order, on demand, together with any and all existing expenses which may be incurred by Administrative Agent or future documentsthe Lenders in collecting any of the Guaranteed Obligations. 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including Borrower), agreementsthen and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty or other instrument evidencing any liability of Borrower, and writing of every kind, nature, type, Holdings shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender each of the Agents, the Collateral Agent, the Issuing Lenders and becomes surety the Lenders to the Lender for: (a) payment of any enter into this Agreement and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, typeextend credit hereunder, and variety owed to induce the other Guaranteed Creditors to enter into Swap Agreements, and in recognition of the direct benefits to be received by Holdings from the Borrower to proceeds of the Lender from time to timeLoans, the issuance of the Letters of Credit and the entering into of such Swap Agreements, Holdings hereby agrees with the primary, absolute and unconditional, as a result of or in connection with any credit accommodationfollows: Holdings hereby unconditionally and irrevocably guarantees, loan guaranty, overdraft, or other agreement or transactionas primary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsHoldings Guaranteed Obligations to the Guaranteed Creditors. If any or all of the Holdings Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, covenantsHoldings unconditionally and irrevocably promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety expenses which evidence, reflect, embody or give rise to may be incurred by the Guaranteed Creditors in collecting any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Holdings Guaranteed Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This Holdings Guaranty is a guaranty of payment and not of collection. This Holdings Guaranty is a continuing guaranty, one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively deemed 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 or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers and any other Holdings Guaranteed Party), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or any other instrument evidencing any liability of either Borrower or any other Holdings Guaranteed Party, and 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. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and to induce the Lender for: (a) payment Lenders or any of any their respective Affiliates to enter into Interest Rate Protection Agreements or Other Hedging Agreements, and all sums now or hereafter due and owing in recognition of the direct benefits to the Lender be received by the Borrower 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 a result of or in connection with any follows: the Corporation hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, covenantsthe Corporation unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety expenses which evidence, reflect, embody or give rise to may be incurred by the Guaranteed Creditors in collecting any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Guaranteed Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This Corporation Guaranty is a guaranty of payment and not of collection. This Corporation Guaranty is a continuing guaranty, one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively deemed 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 or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Alternate Currency Revolving Loan Borrowers and any other 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 any Alternate Currency Revolving Loan Borrower or any other Guaranteed Party, 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 In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by each Parent Guarantor guarantees to from the Lender proceeds of the Revolving Loans and becomes surety to the Lender forissuance of the Letters of Credit, each Parent Guarantor hereby agrees with the Banks as follows: (a) payment of any Each Parent Guarantor hereby unconditionally and all sums now or hereafter due irrevocably, jointly and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtednessseverally, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeguarantees, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind Guaranteed Obligations of the Borrower to the LenderGuaranteed Creditors. As used in this Guaranty, If any or all of the term “Obligations” shall refer Guaranteed Obligations of the Borrower to the obligations of paymentGuaranteed Creditors becomes due and payable hereunder, performance each Parent Guarantor, jointly and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guarantyseverally, and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, on demand, together with any and all liabilities to expenses which it applies may be incurred by the Guaranteed Creditors in collecting any of the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or may apply recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event each Parent Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be conclusively deemed binding upon such Parent Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Borrower, and each Parent Guarantor shall be and remain jointly and severally liable to have the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder, to induce the Lender for: (a) payment Credit Card Issuers to enter into and/or maintain Secured Credit Card Agreements, to induce the Lenders or any of any their respective affiliates to enter into Hedging Agreements and all sums now or hereafter due and owing to induce Calyon to maintain the Lender Existing Interest Rate Swap Agreement and, in recognition of the direct benefits to be received by the Borrower as a result from the proceeds of or in connection with any the Loans, the issuance of the Letters of Credit and all existing or future indebtednessthe entering into and/or maintenance of Secured Credit Card Agreements and Hedging Agreements, liability or obligation of every kind, nature, type, and variety owed by the Borrower to hereby agrees as follows: the Lender from time to timeBorrower hereby unconditionally and irrevocably guarantees, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, covenantsthe Borrower unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety expenses which evidence, reflect, embody or give rise to may be incurred by the Guaranteed Creditors in collecting any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Guaranteed Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This Borrower Guaranty is a guaranty of payment and not of collection. This Borrower Guaranty is a continuing guaranty, one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively deemed 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 or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Guaranteed Party), then and in such event the Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Borrower, notwithstanding any revocation of this Borrower Guaranty or any other instrument evidencing any liability of any other Guaranteed Party, and the Borrower shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender AgentsAdministrative Agent, the Collateral Agent and becomes surety the Lenders to the Lender for: (a) payment of any enter into this Agreement and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, typeextend credit hereunder, and variety owed to induce the other Guaranteed Creditors to enter into Secured Bank Product Obligations in recognition of the direct benefits to be received by each Credit Party from the Borrower to proceeds of the Lender from time to timeRevolving Loans and the entering into of such Secured Bank Product Obligations, each Credit Party hereby agrees with the Guaranteed Creditors as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfollows: each Credit Party hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of its Relevant Guaranteed Obligations to the termsGuaranteed Creditors. If any or all of the Relevant Guaranteed Obligations of any Credit Party to the Guaranteed Creditors becomes due and payable hereunder, covenantssuch Credit Party, agreements unconditionally and conditions contained in irrevocably, promises to pay such indebtednessobligations to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all existing or future documents, instruments, agreements, expenses which may be incurred by the Administrative Agent and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to the other Guaranteed Creditors in collecting any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Relevant Guaranteed Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This Credit Party Guaranty is a guaranty of payment and not of collection. This Credit Party Guaranty is a continuing guaranty, one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively deemed presumed to have been created in reliance hereon. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Relevant Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Relevant Guaranteed Party), then and in such event the respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Party, notwithstanding any revocation of this Credit Party Guaranty or any other instrument evidencing any liability of any Relevant Guaranteed Party, and 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. The Guarantor guarantees to the Lender and becomes surety to the Lender for: (a) payment In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of any the direct and all sums now or hereafter due indirect benefits to be received by each Guarantor from the proceeds of the Loans and owing to the Lender by issuance of the Borrower Letters of Credit, each Guarantor hereby agrees with the Lenders as a result of or in connection with any follows: Each Guarantor hereby unconditionally and all existing or future indebtednessirrevocably, liability or obligation of every kindjointly and severally, nature, type, and variety owed by the Borrower to the Lender from time to timeguarantees, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed 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, covenantseach Guarantor, agreements jointly and conditions contained in severally, and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all existing expenses (including reasonable legal fees and expenses) which may be incurred by the Guaranteed Creditors in collecting or future documentsenforcing any of the Guaranteed Obligations. 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Company), agreementsthen and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Company, and writing of every kind, nature, type, each Guarantor shall be and variety which evidence, reflect, embody or give rise to any remain jointly and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower severally liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guarantysame extent as if such amount had never originally been received by any such payee. This is a continuing guaranty, guaranty of payment and all liabilities to which it applies or may apply shall be conclusively deemed to have been created in reliance hereonnot of collection.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the Borrower Company from the proceeds of the Loans, Parent hereby agrees with the Lenders as a result of or in connection with any follows: Parent hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, irrevocably guarantees as primary obligor and variety owed by not merely as surety the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfull and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsObligations (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 Creditors becomes due and payable hereunder, covenantsParent unconditionally promises to pay such indebtedness to the Administrative Agent and/or the Lenders, agreements and conditions contained in on demand, together with any and all existing reasonable, out-of-pocket expenses which may be incurred by the Administrative Agent or future documentsthe Lenders in collecting any of the Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Company), agreementsthen and in such event Parent agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Parent, notwithstanding any revocation of the guaranty under this Section 15 or other instrument evidencing any liability of the Company, and writing of every kind, nature, type, Parent shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Parent Borrower from the proceeds of the Revolving Loans and the issuance of the Letters of Credit, the Parent Borrower hereby agrees with the Lenders as follows: the Parent Borrower hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any Back to Contents and all of the Parent Borrower Guaranteed Obligations of each Designated Subsidiary Borrower to the Lender and becomes surety Guaranteed Creditors. If any or all of the Parent Borrower Guaranteed Obligations of any Designated Subsidiary Borrower to the Lender for: (a) payment of any and all sums now or hereafter Guaranteed Creditors becomes due and owing payable hereunder, the Parent Borrower unconditionally promises to pay such indebtedness to the Lender by the Borrower as a result of Guaranteed Creditors, or in connection order, on demand, together with any and all existing 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. If a claim is ever made upon any Guaranteed Creditor for repayment or future indebtednessrecovery 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 or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, then and in such event the Parent Borrower agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Parent Borrower, notwithstanding any revocation of this Parent Borrower Guaranty or any other instrument evidencing any liability or obligation of every kind, nature, typeany Designated Subsidiary Borrower, and variety owed by the Parent Borrower shall be and remain liable to the Lender from time to time, as a result of aforesaid payees hereunder for the amount so repaid or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transaction, whether direct or indirect, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower recovered to the Lender. As used in this Guaranty, the term “Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders and becomes surety the Issuers to enter into this Agreement and to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Lenders and the Issuers as a result of or in connection with any follows: the Company hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, irrevocably guarantees as primary obligor and variety owed by not merely as surety the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfull and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed Obligations to the Guaranteed Creditors. If any or all of the Guaranteed Obligations to the Guaranteed Creditors becomes due and payable hereunder, covenantsthe Company unconditionally promises to pay such indebtedness to the applicable Guaranteed Creditors, agreements and conditions contained in on demand, together with any and all existing expenses which may be incurred by such Guaranteed Creditors in collecting any such Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery of any amount or amounts received in payment or on account of any Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property, agreementsor (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Subsidiaries), then and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation of this guaranty or other instrument evidencing any liability of any Subsidiary, and writing the Company shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. The Company represents and warrants that (i) as of every kindthe Effective Date, nature, typethe Company is an “eligible contract participant” as such term is defined and interpreted under the Commodity Exchange Act, and variety (ii) on each date on which evidence, reflect, embody or give rise to the Guaranteed Obligations include any and all existing and future indebtedness, liabilities, and obligations of under any kind of the Borrower to the Lender. As used in this GuarantySwap Contracts, the term “Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall Company will be conclusively deemed to have been created in reliance hereonrepresent and warrant that the Company is an “eligible contract participant” as such term is defined and interpreted under the Commodity Exchange Act.

The Guaranty. The In order to induce the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Parent, Holdings and Tri-Star Holdings (each a "Parent Guarantor" and collectively, the "Parent Guarantors") from the proceeds of the Loans and the issuance of the Letters of Credit, each Parent Guarantor guarantees to hereby agrees with the Lender Banks as follows: each Parent Guarantor hereby jointly and becomes surety to the Lender for: (a) payment of any severally unconditionally and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind Guaranteed Obligations of the Borrower to the LenderGuaranteed Creditors. As used in this Guaranty, If any or all of the term “Obligations” shall refer Guaranteed Obligations of the Borrower to the obligations Guaranteed Creditors becomes due and payable hereunder, each Parent Guarantor unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses which may be incurred by the Guaranteed Creditors in collecting any of paymentthe Guaranteed Obligations. 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, performance decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and indemnification which in such event each Parent Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon each Parent Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guarantyBorrower, and all liabilities to which it applies or may apply each Parent Guarantor shall be conclusively deemed and remain liable to have the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment of any and all sums now or hereafter due and owing direct benefits to the Lender be received by the Borrower Company from the proceeds of the Loans and the issuance of the Letters of Credit, the Company hereby agrees with the Lenders as a result of or in connection with any follows: the Company hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, irrevocably guarantees as primary obligor and variety owed by not merely as surety the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionfull and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed 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, covenantsthe Company unconditionally promises to pay such indebtedness to the Agent and/or the Lenders, agreements and conditions contained in on demand, together with any and all existing expenses which may be incurred by the Agent or future documentsthe Lenders in collecting any of the Guaranteed Obligations. 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrowers), agreementsthen and in such event the Company agrees that any such judgment, decree, order, settlement or compromise shall be binding upon the Company, notwithstanding any revocation 106 of this Guaranty or other instrument evidencing any liability of any Borrower, and writing of every kind, nature, type, the Company shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Lenders to enter into this Agreement and becomes surety to extend credit hereunder and in recognition of the Lender for: (a) payment direct benefits to be received by Intermediate Holdings from the proceeds of any and all sums now or hereafter due and owing the Loans to the Lender be incurred by the Borrower Guaranteed Parties and the issuance of the Letters of Credit for the account of the Guaranteed Parties, Intermediate Holdings hereby agrees with the Lenders as a result of or in connection with any follows: Intermediate Holdings hereby unconditionally and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeirrevocably guarantees, as a result of or in connection with any credit accommodationprimary obligor and not merely as surety, loan guaranty, overdraft, or other agreement or transactionthe full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the termsGuaranteed 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, covenantsIntermediate Holdings unconditionally promises to pay such indebtedness to the Guaranteed Creditors, agreements and conditions contained in or order, on demand, together with any and all existing 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. If a claim is ever made upon any Guaranteed Creditor for repayment or future documentsrecovery 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, instrumentsdecree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant, agreementsthen and in such event Intermediate Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Intermediate Holdings, notwithstanding any revocation of this Intermediate Holdings Guaranty or any other instrument evidencing any liability of any Guaranteed Party, and writing of every kind, nature, type, Intermediate Holdings shall be and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower remain liable to the Lender. As used in this Guaranty, aforesaid payees hereunder for the term “Obligations” shall refer amount so repaid or recovered to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guaranty, and all liabilities to which it applies or may apply shall be conclusively deemed to have same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor In order to induce the Banks to enter into this ------------ Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings hereby agrees with the Banks as follows: Holdings hereby unconditionally and irrevocably guarantees to as primary obligor and not merely as surety the Lender full and becomes surety to the Lender for: (a) prompt payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to time, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionwhen due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind Guaranteed Obligations of the Borrower to the LenderGuaranteed Creditors. As used in this Guaranty, If any or all of the term “Obligations” shall refer Guaranteed Obligations of the Borrower to the obligations Guaranteed Creditors becomes due and payable hereunder, Holdings unconditionally promises to pay such indebtedness to the Agent and/or the Banks, or order, on demand, together with any and all expenses which may be incurred by the Agent or the Banks in collecting any of paymentthe Guaranteed Obligations. 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, performance decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and indemnification which in such event Holdings agrees that any such judgment, decree, --134-- order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Guaranty other instrument evidencing any liability of the Guarantor has undertaken and assumed pursuant to this Guaranty. This is a continuing guarantyBorrower, and all liabilities to which it applies or may apply Holdings shall be conclusively deemed and remain liable to have the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been created in reliance hereonreceived by any such payee.

The Guaranty. The Guarantor guarantees In order to induce the Lender Purchasers to continue to hold the Notes and becomes surety consent to the Lender for: (a) payment of any and all sums now or hereafter due and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtedness, liability or obligation of every kind, nature, typesuch reorganization, and variety owed in recognition of the direct benefits to be received by the Borrower to the Lender from time to timeeach Guarantor therefrom, each Guarantor hereby jointly and severally unconditionally and irrevocably guarantees, as a result of or in connection with any credit accommodation, loan guaranty, overdraft, or other agreement or transactionprimary obligor and not merely as surety the full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms(x) Obligations and (y) all other obligations (including which but for the automatic stay under Section 362(a) of the Bankruptcy Code, covenantswould become due) and liabilities owing by the Company to the Purchasers under the Agreement (including, agreements without limitation, indemnities and conditions contained 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 Obligations"), 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 of the Guaranteed Obligations becomes due and payable hereunder, each Guarantor unconditionally promises to pay such indebtedness to Secured Creditors, or order, on demand, together with (without duplication) any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety expenses which evidence, reflect, embody or give rise to may be incurred by Secured Creditors in collecting any and all existing and future indebtedness, liabilities, and obligations of any kind of the Borrower to the Lender. As used in this Guaranty, the term “Guaranteed Obligations” shall refer to the obligations of payment, performance and indemnification which the Guarantor has undertaken and assumed pursuant to this Guaranty. This Guaranty is a continuing guaranty, one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively deemed presumed to have been created in reliance hereon. If a claim is ever made upon any Secured Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property, including, but not limited to any repayment by reason of a preferential payment or fraudulent transfer or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Company), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Company, and each 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. The In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by each Parent Guarantor guarantees to from the Lender proceeds of the Loans and becomes surety to the Lender forissuance of the Letters of Credit, each Parent Guarantor hereby agrees with the Lenders as follows: (a) payment of any Each Parent Guarantor hereby unconditionally and all sums now or hereafter due irrevocably, jointly and owing to the Lender by the Borrower as a result of or in connection with any and all existing or future indebtednessseverally, liability or obligation of every kind, nature, type, and variety owed by the Borrower to the Lender from time to timeguarantees, as a result of or in connection with any credit accommodationprimary obligor and not merely as surety, loan guaranty, overdraft, or other agreement or transactionthe full and prompt payment when due, whether direct upon maturity, acceleration or indirectotherwise, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, including all renewals, extensions, substitutions, and modifications thereof, no matter when or how created, arising, evidenced or acquired, and whether or not presently contemplated or anticipated and, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows, collection expenses, and fees; and (b) the timely, complete, continuous, and strict performance and observance by the Borrower of any and all of the terms, covenants, agreements and conditions contained in any and all existing or future documents, instruments, agreements, and writing of every kind, nature, type, and variety which evidence, reflect, embody or give rise to any and all existing and future indebtedness, liabilities, and obligations of any kind Guaranteed Obligations of the Borrower to the LenderGuaranteed Creditors. As used in this Guaranty, If any or all of the term “Obligations” shall refer Guaranteed Obligations of the Borrower to the obligations Guaranteed Creditors becomes due and payable hereunder, 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 paymentthe Guaranteed Obligations. 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, performance decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and indemnification which in such event each Parent Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Parent Guarantor, notwithstanding any revocation of this Guaranty or any other instrument evidencing any liability of the Borrower, and each Parent Guarantor has undertaken shall be and assumed pursuant remain jointly and severally liable to this Guarantythe 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 continuing guaranty, guaranty of payment and all liabilities to which it applies or may apply shall be conclusively deemed to have been created in reliance hereonnot of collection.