Common use of Guarantee of Payment Clause in Contracts

Guarantee of Payment. (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to the Investors and the Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of the Investors, as primary obligor and not as surety, when due, whether at maturity or by reason of acceleration or otherwise, of any and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guarantee, including, without limitation, the consideration set forth in the recitals above; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Investor or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guarantee shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guarantee to the contrary, it is intended that this Guarantee, and any interests, Liens and security interests granted by each Guarantor as security for this Guarantee, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guarantee or such interest is subject to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state. Consequently, each Guarantor, the Collateral Agent and the Investors all agree that if this Guarantee, or any such interests, Liens or security interests securing this Guarantee, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guarantee and each such Lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guarantee or such interest, Lien or security interest to constitute a Fraudulent Conveyance, and this Guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state, as in effect from time to time.

Guarantee of Payment. Each Guarantor (anot merely as a surety or guarantor of collection) Each Guarantorhereby jointly, jointly and severally, hereby unconditionally and irrevocably irrevocably, guarantees the full and prompt punctual payment and performance to the Investors and the Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of the Investors, as primary obligor and not as surety, when due, whether at maturity stated maturity, as an installment, by prepayment or by reason of demand, acceleration or otherwise, of all Obligations of the Borrower heretofore or hereafter existing. If any or all of the Obligations become due and payable under the Credit Agreement, the Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand, together with any and all expenses (including reasonable counsel fees and expenses), which may be incurred by the Agent in collecting any of the Obligations. Obligations and in connection with the protection, defense and enforcement of any rights under the Credit Agreement or under any other Loan Document (b) Each Guarantor acknowledges the “Expenses”). The Guarantors guarantee that valuable consideration supports this Guarantee, includingthe Obligations shall be paid strictly in accordance with the terms of the Credit Agreement. The Obligations include, without limitation, interest accruing after the consideration set forth commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the recitals above; Credit Agreement. The Agent shall not be required to exhaust any extension, renewal right or replacement of remedy or take any of action against the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Investor or Collateral Agent; Borrower or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guarantee shall person or entity or any collateral prior to any demand or other action hereunder against the Guarantors. The Guarantors agree that, as between the Guarantors and the Agent, the Obligations may be made in United States currency declared to be due and in the same manner as provided payable for the Obligations. (d) Notwithstanding any provision purposes of this Guarantee notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantors for the purposes of this Guarantee and each Guarantor shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Credit Agreement without further notice or demand. Notwithstanding anything contained herein or in the Credit Agreement, any Loan Document or any other document or any other agreement, security document or instrument relating hereto or thereto to the contrary, it is intended that this Guarantee, and any interests, Liens and security interests granted by the maximum liability of each Guarantor hereunder shall never exceed the maximum amount that said Guarantor could pay without having such payment set aside as security for this Guarantee, not constitute a “Fraudulent Conveyance” (as defined below) in fraudulent transfer or fraudulent conveyance or similar action under the event that this Guarantee or such interest is subject to the U.S. Bankruptcy Code or any applicable fraudulent conveyance state or fraudulent transfer law or other applicable laws of any state. Consequently, each Guarantor, the Collateral Agent and the Investors all agree that if this Guarantee, or any such interests, Liens or security interests securing this Guarantee, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guarantee and each such Lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guarantee or such interest, Lien or security interest to constitute a Fraudulent Conveyance, and this Guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state, as in effect from time to timeforeign law.

Guarantee of Payment. (a) Each This Agreement is a guarantee of payment and not of collection. The Agent or any Bank may at any time and from time to time without the consent of, or notice to, any Guarantor, jointly without incurring responsibility to such Guarantor, without impairing or releasing the obligations of such Guarantor hereunder, upon or without any terms or conditions and severallyin whole or in part: (i) change the manner, hereby unconditionally place or terms of payment of, and/or change or extend the time of payment of, renew or alter, any of the Obligations, any security therefor, or any liability incurred directly or indirectly in respect thereof, and irrevocably guarantees the full and prompt payment and performance guarantee made in this Agreement shall apply to the Investors and the Collateral AgentObligations as so changed, on behalf of itself extended, renewed or altered; (ii) sell, exchange, release, surrender, realize upon or otherwise deal with, in any manner and in its capacity as agent any order, any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst; (iii) exercise or refrain from exercising any rights against the Borrower or any Guarantor or others or otherwise act or refrain from acting; (iv) settle or compromise any of the Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrower to creditors of the Borrower; (v) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrower to the Banks regardless of what liabilities of the Borrower remain unpaid; (vi) consent to or waive any breach of, or any act, omission or default under any Senior Indebtedness, any documents evidencing the Senior Indebtedness, or any of other instrument or agreement, or otherwise amend, modify or supplement the Senior Indebtedness, any documents evidencing the Senior Indebtedness, or any other instrument or agreement; and/or (vii) fail to perfect any Lien that may be granted to the Agent or to or for the benefit of any of the Investors, as primary obligor and not as surety, when due, whether at maturity or by reason of acceleration or otherwise, of Banks to secure any and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guarantee, including, without limitation, the consideration set forth in the recitals above; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Investor or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guarantee shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guarantee to the contrary, it is intended that this Guarantee, and any interests, Liens and security interests granted by each Guarantor as security for this Guarantee, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guarantee or such interest is subject to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state. Consequently, each Guarantor, the Collateral Agent and the Investors all agree that if this Guarantee, or any such interests, Liens or security interests securing this Guarantee, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guarantee and each such Lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guarantee or such interest, Lien or security interest to constitute a Fraudulent Conveyance, and this Guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state, as in effect from time to time.

Guarantee of Payment. Each Guarantor (anot merely as a surety or guarantor of collection) Each Guarantorhereby jointly, jointly and severally, hereby unconditionally and irrevocably irrevocably, guarantees the full and prompt punctual payment and performance to the Investors and the Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of the Investors, as primary obligor and not as surety, when due, whether at maturity stated maturity, as an installment, by prepayment or by reason of demand, acceleration or otherwise, of all Obligations heretofore or hereafter existing. If any or all of the Obligations become due and payable, the Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand, together with any and all expenses (including reasonable counsel fees and expenses in accordance with Section 9.03 of the Credit Agreement), which may be incurred by the Agent in collecting any of the Obligations and in connection with the protection, defense and enforcement of any rights under the Credit Agreement or under any other Loan Document (the “Expenses”). The Guarantors guarantee that the Obligations shall be paid strictly in accordance with the terms of the Credit Agreement or such other documents governing such Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guarantee, including. The Obligations include, without limitation, interest accruing after the consideration set forth commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the recitals above; Credit Agreement. The Agent shall not be required to exhaust any extension, renewal right or replacement of remedy or take any of action against the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Investor or Collateral Agent; Borrower or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guarantee shall person or entity or any collateral prior to any demand or other action hereunder against the Guarantors. The Guarantors agree that, as between the Guarantors and the Agent, to the extent permitted by applicable law, the Obligations may be made in United States currency declared to be due and in the same manner as provided payable for the Obligations. (d) Notwithstanding any provision purposes of this Guarantee notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantors for the purposes of this Guarantee and each Guarantor shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Credit Agreement without further notice or demand, to the extent permitted by applicable law. Notwithstanding anything contained herein or in the Credit Agreement, any Loan Document or any other document or any other agreement, security document or instrument relating hereto or thereto to the contrary, it is intended that this Guarantee, and any interests, Liens and security interests granted by the maximum liability of each Guarantor hereunder shall never exceed the maximum amount that said Guarantor could pay without having such payment set aside as security for this Guarantee, not constitute a “Fraudulent Conveyance” (as defined below) in fraudulent transfer or fraudulent conveyance or similar action under the event that this Guarantee or such interest is subject to the U.S. Bankruptcy Code or any applicable fraudulent conveyance state or fraudulent transfer law or other applicable laws of any state. Consequently, each Guarantor, the Collateral Agent and the Investors all agree that if this Guarantee, or any such interests, Liens or security interests securing this Guarantee, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guarantee and each such Lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guarantee or such interest, Lien or security interest to constitute a Fraudulent Conveyance, and this Guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state, as in effect from time to timeforeign law.

Guarantee of Payment. (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to the Investors and the Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of the Investors, as primary obligor and not as surety, Purchasers when due, whether upon demand, at maturity or by reason of acceleration or otherwiseotherwise and at all times thereafter, of any and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guarantee, including, without limitation, the consideration set forth in the recitals above; any extension, renewal renewal, or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Investor or Collateral AgentPurchaser; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guarantee shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guarantee to the contrary, it is intended that this Guarantee, and any interests, Liens Liens, and security interests granted by each Guarantor Guarantors as security for this Guarantee, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guarantee or such interest is subject to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state. Consequently, each Guarantor, the Collateral Agent Guarantors and the Investors Purchasers all agree that if this Guarantee, or any such interests, Liens Liens, or security interests securing this Guarantee, would, but for the application of this sentence, constitute a Fraudulent Conveyancefraudulent conveyance, this Guarantee and each such Lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guarantee or such interest, Lien Lien, or security interest to constitute a Fraudulent Conveyance, and this Guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state, as in effect from time to time.

Guarantee of Payment. (a) Each Guarantor, jointly and severally, The Guarantor hereby unconditionally and irrevocably guarantees guarantees, in favour of the Administrative Agent (on behalf of the Lenders): (i) the payment of all present and future indebtedness, liabilities and obligations of the Company to the Finance Parties under the Credit Agreement and/or any of the Credit Documents, whether direct or indirect, absolute or contingent, liquidated or unliquidated, as principal or as surety, alone or with others, of whatsoever nature or kind, in any currency or otherwise, and (ii) the full and prompt punctual payment and performance to the Investors and the Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of the Investors, as primary obligor and not as surety, when due, due (whether at maturity the Repayment Date or by reason of acceleration or otherwise) of the principal, of any interest, premium and/or fees, and all other amounts properly payable under, in connection with or relating to the Credit Agreement (in the currency denominated by the Credit Agreement), and/or any of the other Credit Documents or the enforcement thereof in accordance with the Credit Agreement, and such other Credit Documents (collectively with the obligations set out in Section 2(a)(i) above, the “Obligations. (b) Each ”). The Guarantor acknowledges that valuable consideration supports this Guaranteealso agrees to pay and reimburse, without limitation, all costs and expenses properly incurred by the Administrative Agent in enforcing its rights hereunder, including, without limitation, the consideration set forth in fees and disbursements of counsel to the recitals above; any extensionAdministrative Agent, renewal or replacement all of any which shall form part of the Obligations; . All payments to be made by the Guarantor pursuant to this Section 2 shall be made forthwith following receipt of demand therefor by the Administrative Agent. (b) If any forbearance with respect to any or all of the Obligations or otherwise; are not duly and punctually paid by the Company and are not recoverable under Section 2(a) above for any cancellation of an existing guaranty; any purchase of any reason whatsoever, the Guarantor will, as a separate and distinct obligation, indemnify and save harmless the Administrative Agent from and against all damages, costs, expenses, losses and liabilities resulting from the failure of the Company’s assets by any Investor or Collateral Agent; or any other valuable considerationCompany to pay the Obligations. (c) Each Guarantor agrees that If any or all payments of the Obligations are not duly and punctually paid by the Company and are not recoverable under this Guarantee shall Section 2(a) above and the Administrative Agent is not indemnified under Section 2(b) above, in each case, for any reason whatsoever, such Obligations will, as a separate and distinct obligation, be made in United States currency and in recoverable from the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guarantee to the contrary, it is intended that this Guarantee, and any interests, Liens and security interests granted by each Guarantor as security for this Guarantee, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guarantee or such interest is subject to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state. Consequently, each Guarantor, the Collateral Agent and the Investors all agree that if this Guarantee, or any such interests, Liens or security interests securing this Guarantee, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guarantee and each such Lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guarantee or such interest, Lien or security interest to constitute a Fraudulent Conveyance, and this Guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state, as in effect from time to timeprimary obligor.

Guarantee of Payment. This Guarantee Agreement is a guarantee of payment and not of collection. The Agent or any Bank may at any time and from time to time without the consent of, or notice to, any Guarantor, without incurring responsibility to such Guarantor, without impairing or releasing the obligations of such Guarantor hereunder, upon or without any terms or conditions and in whole or in part: (a) Each Guarantorchange the manner, jointly place or terms of payment of, and/or change or extend the time of payment of, renew or alter, any of the Obligations, any security therefor, or any liability incurred directly or indirectly in respect thereof, and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance guarantee made in this Guarantee Agreement shall apply to the Investors and the Collateral AgentObligations as so changed, on behalf of itself extended, renewed or altered; (b) sell, exchange, release, surrender, realize upon or otherwise deal with, in any manner and in its capacity as agent any order, any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst; (c) exercise or refrain from exercising any rights against the Company or any Guarantor or others or otherwise act or refrain from acting; (d) settle or compromise any of the Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Company to creditors of the Company; (e) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Company to the Obligations regardless of what liabilities of the Company remain unpaid; (f) consent to or waive any breach of, or any act, omission or default under the Credit Agreement, any other Loan Document or any of the instruments or agreements referred to therein, or otherwise amend, modify or supplement the Credit Agreement, any other Loan Document or any of such other instruments or agreements; and/or (g) fail to perfect any Lien granted to the Agent or to or for the benefit of the Investors, as primary obligor and not as surety, when due, whether at maturity or by reason any of acceleration or otherwise, of Bank to secure any and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guarantee, including, without limitation, the consideration set forth in the recitals above; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Investor or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guarantee shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guarantee to the contrary, it is intended that this Guarantee, and any interests, Liens and security interests granted by each Guarantor as security for this Guarantee, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guarantee or such interest is subject to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state. Consequently, each Guarantor, the Collateral Agent and the Investors all agree that if this Guarantee, or any such interests, Liens or security interests securing this Guarantee, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guarantee and each such Lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guarantee or such interest, Lien or security interest to constitute a Fraudulent Conveyance, and this Guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state, as in effect from time to time.

Guarantee of Payment. (a) Each GuarantorThe Guarantors hereby irrevocably and unconditionally guarantee, jointly and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to the Investors Administrative Agent and the Collateral Agent, on behalf of itself and in its capacity as agent for Lenders the benefit of the Investors, as primary obligor and not as suretyprompt payment, when due, whether at maturity or by reason of acceleration or otherwise, of any and the Indebtedness. For the purposes hereof, "Indebtedness" shall mean, without duplication, (i) all obligations of the Obligations. Borrower (bincluding interest accruing after an event of bankruptcy or insolvency, regardless of whether such interest is allowed as a claim under the Bankruptcy Code) Each Guarantor acknowledges that valuable consideration supports this Guaranteeto the Lenders and the Administrative Agent, includingwhenever arising, without limitationunder the Credit Agreement, the consideration Notes or the other Credit Documents, (ii) all liabilities and obligations, whenever arising, owing from the Borrower or any Obligor to any Lender, or any affiliate of a Lender, arising under any interest rate protection or currency exchange agreement relating to the Obligations under the Credit Agreement or entered into in the ordinary course of business and not for speculative purposes, and (iii) any agreement between any Credit Party and any Lender of Affiliate of a Lender governing the provision of treasury or cash management services, including deposit accounts, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services, in each case whether such Indebtedness is now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, as such Indebtedness may be modified, extended, renewed or replaced from time to time. The guaranty of the Guarantors as set forth in the recitals above; any extension, renewal or replacement this section is a guaranty of any payment and not of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Investor or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guarantee shall be made in United States currency and in the same manner as provided for the Obligations. (d) collection. Notwithstanding any provision of this Guarantee to the contrarycontrary contained herein or in any other of the Credit Documents, it is intended that this Guarantee, and any interests, Liens and security interests granted by the obligations of each Guarantor as security for this Guarantee, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guarantee or such interest is subject hereunder shall be limited to an aggregate amount equal to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state. Consequently, each Guarantor, the Collateral Agent and the Investors all agree that if this Guarantee, or any such interests, Liens or security interests securing this Guarantee, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guarantee and each such Lien and security interest shall be valid and enforceable only to the maximum extent largest amount that would not cause this Guarantee or such interest, Lien or security interest render its obligations hereunder subject to constitute a Fraudulent Conveyance, and this Guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance avoidance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the any comparable provisions of any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state, as in effect from time to timestate law.

Guarantee of Payment. (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to the Investors Purchasers and the Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of the Investors, as primary obligor and not as suretyPurchasers, when due, whether upon demand, at maturity or by reason of acceleration or otherwiseotherwise and at all times thereafter, of any and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guarantee, including, without limitation, the consideration set forth in the recitals above; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Investor Purchaser or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guarantee shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guarantee to the contrary, it is intended that this Guarantee, and any interests, Liens and security interests granted by each Guarantor Guarantors as security for this Guarantee, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guarantee or such interest is subject to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state. Consequently, each Guarantorthe Guarantors, the Collateral Agent and the Investors Purchasers all agree that if this Guarantee, or any such interests, Liens or security interests securing this Guarantee, would, but for the application of this sentence, constitute a Fraudulent Conveyancefraudulent conveyance, this Guarantee and each such Lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guarantee or such interest, Lien or security interest to constitute a Fraudulent Conveyance, and this Guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state, as in effect from time to time.

Guarantee of Payment. (a) Each This Agreement is a guarantee of payment and not of collection. The Agent or any Bank may at any time and from time to time without the consent of, or notice to, any Guarantor, jointly without incurring responsibility to such Guarantor, without impairing or releasing the obligations of such Guarantor hereunder, upon or without any terms or conditions and severallyin whole or in part: (i) change the manner, hereby unconditionally place or terms of payment of, and/or change or extend the time of payment of, renew or alter, any of the Obligations, any security therefor, or any liability incurred directly or indirectly in respect thereof, and irrevocably guarantees the full and prompt payment and performance guarantee made in this Agreement shall apply to the Investors Obligations as so changed, extended, renewed or altered; (ii) sell, exchange, release, surrender, realize upon or otherwise deal with, in any manner and in any order, any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst; (iii) exercise or refrain from exercising any rights against the Borrower or any Guarantor or others or otherwise act or refrain from acting; (iv) settle or compromise any of the Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrower to creditors of the Borrower; (v) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrower to the Banks regardless of what liabilities of the Borrower remain unpaid; (vi) consent to or waive any breach of, or any act, omission or default under, this Agreement, any of the First Mortgage Notes, the First Mortgage Note Agreements, the Bank Notes, the Parity Debt, the Parity Debt Agreements, the Security Documents, the other Financing Agreements (as such terms not defined herein are defined in the Collateral AgentAgency Agreement) or any of the instruments or agreements referred to therein, on behalf or otherwise amend, modify or supplement this Agreement, the First Mortgage Notes, the Note Agreements, the Bank Notes, the Parity Debt, the Parity Debt Agreements, the Security Documents, the other Financing Agreements or any of itself and in its capacity as agent such other instruments or agreements; and/or (vii) fail to perfect any Lien granted to the Agent or to or for the benefit of any of the Investors, as primary obligor and not as surety, when due, whether at maturity or by reason of acceleration or otherwise, of Banks to secure any and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guarantee, including, without limitation, the consideration set forth in the recitals above; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Investor or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guarantee shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guarantee to the contrary, it is intended that this Guarantee, and any interests, Liens and security interests granted by each Guarantor as security for this Guarantee, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guarantee or such interest is subject to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state. Consequently, each Guarantor, the Collateral Agent and the Investors all agree that if this Guarantee, or any such interests, Liens or security interests securing this Guarantee, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guarantee and each such Lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guarantee or such interest, Lien or security interest to constitute a Fraudulent Conveyance, and this Guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state, as in effect from time to time.

Guarantee of Payment. (a) Each Guarantorof the Guarantors further agrees that its guarantee hereunder constitutes a continuing guarantee of payment in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof and not of collection, and waives any right to require that any resort be had by the Collateral Agent or any other Secured Party to any security held for the payment of the Obligations or to any balance of any deposit account or credit on the books of the Collateral Agent or any other Secured Party in favor of the Borrowers or any other Person. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, hereby unconditionally promptly pay the same, without any demand or notice whatsoever, and irrevocably guarantees that in the full and prompt payment and performance to the Investors and the Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of the Investors, as primary obligor and not as surety, when due, whether at maturity or by reason of acceleration or otherwise, case of any and all extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Each Guarantor acknowledges that valuable consideration supports this Guarantee, including, without limitation, the consideration set forth in the recitals above; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Investor or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guarantee shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guarantee to the contrarycontrary contained herein, it is intended that this Guaranteein any other of the Loan Documents, and any interestsSwap Agreements or other documents relating to the Obligations, Liens and security interests granted by the obligations of each Guarantor as security for under this Guarantee, not constitute a “Fraudulent Conveyance” (as defined below) in Agreement and the event that this Guarantee or such interest is subject other Loan Documents shall be limited to an aggregate amount equal to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state. Consequently, each Guarantor, the Collateral Agent and the Investors all agree that if this Guarantee, or any such interests, Liens or security interests securing this Guarantee, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guarantee and each such Lien and security interest shall be valid and enforceable only to the maximum extent largest amount that would not cause this Guarantee or render such interest, Lien or security interest obligations subject to constitute a Fraudulent Conveyance, and this Guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer avoidance under the Debtor Relief Laws or any comparable provisions of any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state, as in effect from time to timestate law.

Guarantee of Payment. Each Guarantor (anot merely as a surety or guarantor of collection) Each Guarantorhereby jointly, jointly and severally, hereby unconditionally and irrevocably irrevocably, guarantees the full and prompt punctual payment and performance to the Investors and the Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of the Investors, as primary obligor and not as surety, when due, whether at maturity stated maturity, as an installment, by prepayment or by reason of demand, acceleration or otherwise, of all Obligations of the Borrower heretofore or hereafter existing. If any or all of the Obligations become due and payable under the Credit Agreement, the Guarantors jointly and severally and unconditionally promise to pay such Obligations, on demand, together with any and all expenses (including reasonable counsel fees and expenses), which reasonably may be incurred by the Agent in collecting any of the Obligations. Obligations and in connection with the protection, defense and enforcement of any rights under the Credit Agreement or under any other Loan Document (b) Each Guarantor acknowledges the “Expenses”). The Guarantors guarantee that valuable consideration supports this Guarantee, includingthe Obligations shall be paid strictly in accordance with the terms of the Credit Agreement. The Obligations include, without limitation, interest accruing after the consideration set forth commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the recitals above; Credit Agreement. The Agent shall not be required to exhaust any extension, renewal right or replacement of remedy or take any of action against the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Investor or Collateral Agent; Borrower or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guarantee shall person or entity or any collateral prior to any demand or other action hereunder against the Guarantors. The Guarantors agree that, as between the Guarantors and the Agent, the Obligations may be made in United States currency declared to be due and in the same manner as provided payable for the Obligations. (d) Notwithstanding any provision purposes of this Guarantee notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of such a declaration or attempted declaration, the Obligations shall immediately become due and payable by the Guarantors for the purposes of this Guarantee and each Guarantor shall forthwith pay the Obligations specified by the Agent to be paid as provided in the Credit Agreement without further notice or demand. Notwithstanding anything contained herein or in the Credit Agreement, any Loan Document or any other document or any other agreement, security document or instrument relating hereto or thereto to the contrary, it is intended that this Guarantee, and any interests, Liens and security interests granted by the maximum liability of each Guarantor hereunder shall never exceed the maximum amount that said Guarantor could pay without having such payment set aside as security for this Guarantee, not constitute a “Fraudulent Conveyance” (as defined below) in fraudulent transfer or fraudulent conveyance or similar action under the event that this Guarantee or such interest is subject to the U.S. Bankruptcy Code or any applicable fraudulent conveyance state or fraudulent transfer law or other applicable laws of any state. Consequently, each Guarantor, the Collateral Agent and the Investors all agree that if this Guarantee, or any such interests, Liens or security interests securing this Guarantee, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guarantee and each such Lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guarantee or such interest, Lien or security interest to constitute a Fraudulent Conveyance, and this Guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state, as in effect from time to timeforeign law.

Guarantee of Payment. (a) Each Guarantorof the Guarantors further agrees that its guarantee hereunder constitutes a continuing guarantee of payment in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other Guaranteed Party to any security held for the payment of the Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or any other Guaranteed Party in favor of the Borrowers or any other Person. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, hereby unconditionally promptly pay the same, without any demand or notice whatsoever, and irrevocably guarantees that in the full and prompt payment and performance to the Investors and the Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of the Investors, as primary obligor and not as surety, when due, whether at maturity or by reason of acceleration or otherwise, case of any and all extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Each Guarantor acknowledges that valuable consideration supports this Guarantee, including, without limitation, the consideration set forth in the recitals above; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Investor or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guarantee shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guarantee to the contrarycontrary contained herein, it is intended that this Guaranteein any other of the Loan Documents, and any interestsSwap Agreements or other documents relating to the Obligations, Liens and security interests granted by the obligations of each Guarantor as security for under this Guarantee, not constitute a “Fraudulent Conveyance” (as defined below) in Agreement and the event that this Guarantee or such interest is subject other Loan Documents shall be limited to an aggregate amount equal to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state. Consequently, each Guarantor, the Collateral Agent and the Investors all agree that if this Guarantee, or any such interests, Liens or security interests securing this Guarantee, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guarantee and each such Lien and security interest shall be valid and enforceable only to the maximum extent largest amount that would not cause this Guarantee or render such interest, Lien or security interest obligations subject to constitute a Fraudulent Conveyance, and this Guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer avoidance under the Debtor Relief Laws or any comparable provisions of any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state, as in effect from time to timestate law.

Guarantee of Payment. (a) Each Guarantor, jointly and severally, hereby Guarantor unconditionally and irrevocably guarantees the full and prompt payment and performance to the Investors and the Collateral Agent, on behalf of itself and in its capacity as agent for the ratable benefit of the InvestorsPurchasers and their respective successors, as primary obligor indorsees, permitted transferees and not as suretypermitted assigns, the punctual payment of all sums now owing or which may in the future be owing by the Issuer under the Note Purchase Agreement, the Notes, and the other Transaction Documents, when duethe same are due and payable, whether on demand, at maturity or stated maturity, by reason of acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise, and the performance of any all obligations of the Issuer under the Note Purchase Agreement, the Notes, and the other Transaction Documents (all of the foregoing sums and other obligations being the “Guaranteed Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guarantee, including”). The Guaranteed Obligations include, without limitation, interest accruing after the consideration set forth commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the recitals above; Transaction Documents. Upon the failure by the Issuer to pay punctually any extensionGuaranteed Obligation when due, renewal each Guarantor agrees that it shall forthwith pay to the Agent the amount not so paid at the place and in the manner specified in the relevant Transaction Document. This Guaranty is a guarantee of payment and performance and not of collection only. The Agent and the Purchasers shall not be required to exhaust any right or replacement of remedy or take any of action against the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Investor or Collateral Agent; Issuer or any other valuable consideration. (c) person or entity or any collateral. Each Guarantor agrees that all payments under this Guarantee shall that, as between such Guarantor and the Agent, the Guaranteed Obligations may be made declared to be due and payable in United States currency accordance with and in the same manner as provided for the Obligations. (d) Notwithstanding any provision purposes of this Guarantee Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards to the contrary, it is intended Issuer and that this Guarantee, and any interests, Liens and security interests granted by each Guarantor as security for this Guarantee, not constitute a “Fraudulent Conveyance” (as defined below) in the event that of a declaration or attempted declaration in accordance with the terms hereof, the Guaranteed Obligations shall immediately become due and payable by such Guarantor for the purposes of this Guarantee or such interest is subject to Guaranty, notwithstanding the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws ineffectiveness of any state. Consequently, each Guarantor, such declaration as against the Collateral Agent and the Investors all agree that if this Guarantee, or any such interests, Liens or security interests securing this Guarantee, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guarantee and each such Lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guarantee or such interest, Lien or security interest to constitute a Fraudulent Conveyance, and this Guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state, as in effect from time to timeIssuer.

Guarantee of Payment. (a) Each GuarantorFor valuable consideration, jointly the receipt whereof is hereby acknowledged, and severallyto induce the Agent, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to the Investors and the Collateral Agent, on behalf the Lenders and the Letter of itself Credit Issuing Banks to enter into the Credit Agreement and in its capacity the other Credit Documents, as agent the case may be, and to enter into the transactions contemplated thereby, the Guarantor hereby irrevocably unconditionally guarantees the due and punctual payment and performance and promises to pay to the Agent, for the benefit of the InvestorsSecured Parties, at the Agent’s offices located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10020-1104, ON DEMAND or otherwise whenever such amounts shall be due and payable to any Secured Party (referred to, together, as primary obligor the “Guaranteed Parties” and not each a “Guaranteed Party”), any and all Obligations (as surety, when duedefined in the Credit Agreement) (the “Guarantied Obligations”) stated to be payable or which become payable to any of the Guaranteed Parties by operation of law or otherwise, whether at maturity or earlier by reason of demand, acceleration or otherwise, of together with interest thereon (as determined in accordance with the Credit Agreement) and any and all legal and other costs and expenses paid or incurred in connection therewith by any of the Obligations. Guaranteed Parties (b) Each Guarantor acknowledges that valuable consideration supports this Guaranteeas determined in accordance with the Credit Agreement but, including, without limitation, interest accruing after the consideration set forth in the recitals above; any extension, renewal or replacement filing of any petition in any Insolvency Proceeding relating to the Borrower or any Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and, in case of one or more extensions of time of payment or renewals, in whole or in part, of any such Guarantied Obligations, that the Obligations; any forbearance with respect Guarantor will pay the same according to any each such extension or renewal, whether at maturity or earlier by reason of the Obligations demand, acceleration or otherwise; any cancellation of an existing guaranty; any purchase of any provided, however, that the obligations of the Company’s assets by any Investor or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guarantee hereunder shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guarantee limited to an aggregate amount equal to the contrary, it is intended that this Guarantee, and any interests, Liens and security interests granted by each Guarantor as security for this Guarantee, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guarantee or such interest is subject to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state. Consequently, each Guarantor, the Collateral Agent and the Investors all agree that if this Guarantee, or any such interests, Liens or security interests securing this Guarantee, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guarantee and each such Lien and security interest shall be valid and enforceable only to the maximum extent largest amount that would not cause this Guarantee or such interest, Lien or security interest render its obligations hereunder subject to constitute a Fraudulent Conveyance, and this Guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance avoidance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the any comparable provisions of any applicable fraudulent conveyance state law, in each case after giving full effect to the liability under such guarantee set forth in this Guaranty and its related contribution rights but before taking into account any liabilities under any other guarantee by the Guarantor. The Guarantor further guarantees that all payments made by the Borrower to, or fraudulent transfer law received by, the Agent for the benefit of the Guaranteed Parties on any Guarantied Obligations hereby guaranteed, will, when made or received, be final and agrees that if any such payment is recovered from, or repaid by, any Guaranteed Party in whole or in part in any bankruptcy, insolvency, or similar proceeding instituted by or against the Borrower, the Guarantor or under any other circumstance, this Guaranty shall continue to be fully applicable laws of any state, to such Guarantied Obligations to the same extent as in effect from time to timethough the payment so recovered or repaid had never been originally made or received on such Guarantied Obligations.

Guarantee of Payment. (a) Each Guarantor, jointly The Guarantors hereby irrevocably and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to the Investors and the Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of the Investorsguarantee, as primary obligor obligors and not merely as suretysurety on a joint and several basis, to the Administrative Agent and the Lenders the prompt payment, when due, whether at maturity or by reason of acceleration or otherwise, of any and all of the Obligations. (b) Each Guarantor acknowledges that valuable consideration supports this Guarantee, including, without limitation, the consideration set forth in the recitals above; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Investor or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guarantee shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guarantee to the contrary, it is intended that this Guarantee, and any interests, Liens and security interests granted by each Guarantor as security for this Guarantee, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guarantee or such interest is subject to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state. Consequently, each Guarantor, the Collateral Agent and the Investors all agree that if this Guarantee, or any such interests, Liens or security interests securing this Guarantee, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guarantee and each such Lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guarantee or such interest, Lien or security interest to constitute a Fraudulent Conveyance, and this Guarantee shall automatically be deemed to have been amended accordingly at all relevant timesIndebtedness. For the purposes hereof, “Fraudulent ConveyanceIndebtedness” means shall mean, without duplication, (i) all obligations of the Borrower (including interest accruing after an event of bankruptcy or insolvency, regardless of whether such interest is allowed as a fraudulent conveyance claim under the Bankruptcy Code) to the Lenders and the Administrative Agent, whenever arising, under the Credit Agreement, the Notes or the other Credit Documents, (ii) all liabilities and obligations, whenever arising, owing from the Borrower or any obligor to any Lender, or any affiliate of a Lender (even if such Lender subsequently ceases to be a Lender under the Credit Agreement for any reason), arising under any interest rate protection or currency exchange agreement relating to the Obligations under the Credit Agreement or entered into in the ordinary course of business and not for speculative purposes, and (iii) any agreement between any Credit Party and any Lender of Affiliate of a Lender governing the provision of treasury or cash management services, including deposit accounts, funds transfer, automated clearinghouse, credit or debit card, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services, in each case whether such Indebtedness is now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, as such Indebtedness may be modified, extended, renewed or replaced from time to time. The guaranty of the Guarantors as set forth in this section is a guaranty of payment and not of collection. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, the obligations of each Guarantor hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the any comparable provisions of any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state, as in effect from time to timestate law.

Guarantee of Payment. (a) Each Guarantorof the Guarantors further agrees that its guarantee hereunder constitutes a continuing guarantee of payment in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof and not of collection, and waives any right to require that any resort be had by the Collateral Agent or any other Secured Party to any security held for the payment of the Obligations or to any balance of any deposit account or credit on the books of the Collateral Agent or any other Secured Party in favor of the Borrower or any other Person. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, hereby unconditionally promptly pay the same, without any demand or notice whatsoever, and irrevocably guarantees that in the full and prompt payment and performance to the Investors and the Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of the Investors, as primary obligor and not as surety, when due, whether at maturity or by reason of acceleration or otherwise, case of any and all extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. (b) Each Guarantor acknowledges that valuable consideration supports this Guarantee, including, without limitation, the consideration set forth in the recitals above; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Investor or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guarantee shall be made in United States currency and in the same manner as provided for the Obligations. (d) Notwithstanding any provision of this Guarantee to the contrarycontrary contained herein, it is intended that this Guaranteein any other of the Loan Documents, and any interestsSwap Agreements or other documents relating to the Obligations, Liens and security interests granted by the obligations of each Guarantor as security for under this Guarantee, not constitute a “Fraudulent Conveyance” (as defined below) in Agreement and the event that this Guarantee or such interest is subject other Loan Documents shall be limited to an aggregate amount equal to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state. Consequently, each Guarantor, the Collateral Agent and the Investors all agree that if this Guarantee, or any such interests, Liens or security interests securing this Guarantee, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guarantee and each such Lien and security interest shall be valid and enforceable only to the maximum extent largest amount that would not cause this Guarantee or render such interest, Lien or security interest obligations subject to constitute a Fraudulent Conveyance, and this Guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer avoidance under the Debtor Relief Laws or any comparable provisions of any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state, as in effect from time to timestate law.

Guarantee of Payment. (a) Each GuarantorThe Guarantors hereby irrevocably and unconditionally guarantee, jointly and severally, hereby unconditionally and irrevocably guarantees the full and prompt payment and performance to the Investors Administrative Agent and the Collateral Agent, on behalf of itself and in its capacity as agent for Lenders the benefit of the Investors, as primary obligor and not as suretyprompt payment, when due, whether at maturity or by reason of acceleration or otherwise, of any and the Indebtedness. For the purposes hereof, "Indebtedness" shall mean, without duplication, (i) all obligations of the Obligations. Borrower (bincluding interest accruing after an event of bankruptcy or insolvency, regardless of whether such interest is allowed as a claim under the Bankruptcy Code) Each Guarantor acknowledges that valuable consideration supports this Guaranteeto the Lenders and the Administrative Agent, includingwhenever arising, without limitationunder the Credit Agreement, the consideration Notes or the other Credit Documents, and (ii) all liabilities and obligations, whenever arising, owing from the Borrower or any Obligor to any Lender, or any affiliate of a Lender, arising under any interest rate protection or currency exchange agreement relating to the Obligations under the Credit Agreement or entered into in the ordinary course of business and not for speculative purposes, whether such Indebtedness is now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired, as such Indebtedness may be modified, extended, renewed or replaced from time to time. The guaranty of the Guarantors as set forth in the recitals above; any extension, renewal or replacement this section is a guaranty of any payment and not of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Investor or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guarantee shall be made in United States currency and in the same manner as provided for the Obligations. (d) collection. Notwithstanding any provision of this Guarantee to the contrarycontrary contained herein or in any other of the Credit Documents, it is intended that this Guarantee, and any interests, Liens and security interests granted by the obligations of each Guarantor as security for this Guarantee, not constitute a “Fraudulent Conveyance” (as defined below) in the event that this Guarantee or such interest is subject hereunder shall be limited to an aggregate amount equal to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state. Consequently, each Guarantor, the Collateral Agent and the Investors all agree that if this Guarantee, or any such interests, Liens or security interests securing this Guarantee, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guarantee and each such Lien and security interest shall be valid and enforceable only to the maximum extent largest amount that would not cause this Guarantee or such interest, Lien or security interest render its obligations hereunder subject to constitute a Fraudulent Conveyance, and this Guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance avoidance under Section 548 of the United States Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the any comparable provisions of any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state, as in effect from time to timestate law.

Guarantee of Payment. (a) Each Guarantor, jointly and severally, The Guarantor hereby unconditionally and irrevocably guarantees to Lender the full and prompt punctual payment and performance to the Investors and the Collateral Agent, on behalf of itself and in its capacity as agent for the benefit of the Investors, as primary obligor and not as surety, when due, whether at maturity or stated maturity, by reason of acceleration or otherwise, of any all indebtedness, obligations and all liabilities of the Borrower to Lender, whether now existing or hereafter incurred, arising under the “Loan Documents” (as hereinafter defined), including, but not limited to, those under or arising out of or in connection with any loans, advances, letters of credit, indemnities, or any other kind of contract or agreement under which the Company may be indebted to Lender in any manner under the Loan Documents, whether for principal, interest, fees, surcharges, expenses or otherwise. For ease of reference: (i) all such indebtedness, obligations and liabilities under the MLA or the other Loan Documents shall hereinafter be collectively referred to as the "Guaranteed Obligations"; and (ii) all instruments, documents and agreements evidencing or relating to the Guaranteed Obligations (including the MLA and any Supplements thereto, promissory notes, security agreements, mortgages and deeds of trust executed in connection therewith) shall hereinafter collectively be referred to as the "Loan Documents. " Without limiting the foregoing, the term: (1) “Loan Documents” shall include, but shall not be limited to: (a) the Master Loan Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “MLA”), dated as of August 8, 2018, between the Borrower and Lender; (b) Each Guarantor acknowledges that valuable consideration supports this Guaranteeall “Supplements” (as such term is defined in the MLA) issued under and pursuant to the MLA, whenever executed, including, without limitation, the consideration set forth in Supplement to Master Loan Agreement ($7,500,000 Multiple Advance Term Loan Facility) dated as of August 8, 2018, and numbered RX1447T1, and the recitals aboveSupplement to Master Loan Agreement ($4,500,000 Multiple Advance Term Loan Facility) dated as of August 8, 2018 and numbered RX1447T2; any extension, renewal or replacement of any of the Obligations; any forbearance with respect to any of the Obligations or otherwise; any cancellation of an existing guaranty; any purchase of any of the Company’s assets by any Investor or Collateral Agent; or any other valuable consideration. (c) Each Guarantor agrees that all payments under this Guarantee shall be made in United States currency and “Promissory Notes” (as such term is defined in the same manner MLA) issued under and pursuant to the MLA or any Supplement thereto, whenever executed, including, without limitation, the Promissory Notes dated as provided for the Obligations. of August 8, 2018, and numbered RX1447T1 and RX1447T2; (d) Notwithstanding all other loan and loan related documentation (including, without limitation, the “Mortgage” (and defined in the MLA) and all other security documentation) executed at any provision time in connection with the MLA and any Supplements thereto; and (e) all amendments to and restatements of this Guarantee the foregoing; and (2) “Guaranteed Obligations” shall include, but shall not be limited to, all indebtedness, obligations and liabilities of the Borrower to Lender arising under the: (a) MLA; (b) the contrarySupplement To Master Loan Agreement ($7,500,000 Multiple Advance Term Loan Facility) dated as of August 8, it is intended that this Guarantee2018, and any interestsnumbered RX1447T1; (c) the Supplement to Master Loan Agreement ($4,500,000 Multiple Advance Term Loan Facility) dated as of August 8, Liens 2018 and security interests granted by each Guarantor numbered RX1447T2; and (d) the Promissory Notes dated as security for this Guaranteeof August 8, not constitute a “Fraudulent Conveyance” 2018, and numbered RX1447T1 and RX1447T2 (as defined below) in the event that this Guarantee each may be amended or such interest is subject to the Bankruptcy Code or any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state. Consequently, each Guarantor, the Collateral Agent and the Investors all agree that if this Guarantee, or any such interests, Liens or security interests securing this Guarantee, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Guarantee and each such Lien and security interest shall be valid and enforceable only to the maximum extent that would not cause this Guarantee or such interest, Lien or security interest to constitute a Fraudulent Conveyance, and this Guarantee shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or other applicable laws of any state, as in effect restated from time to time), including the obligation to pay principal, interest, fees, costs, surcharges, premiums, and other amounts arising thereunder.