Common use of Guarantee Clause in Contracts

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this GuaranteeAgreement, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Subject to the provisions of Section 2(b), each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to guarantees, as primary obligor and not merely as surety, for the Purchasers and their respective successors, indorsees, transferees and assignsbenefit of the Guaranteed Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations; provided that each Guarantor shall be released from its respective guarantee obligations under this Agreement as provided in Section 6(b). Upon the failure of an Issuer to punctually pay any Guaranteed Obligation, each Guarantor shall, upon written demand by the applicable Guaranteed Party to such Guarantor, pay or cause to be paid such amounts. (iib) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which that can be guaranteed by such Guarantor under the Bankruptcy Code or any applicable federal and state laws, including laws relating to fraudulent conveyances, fraudulent transfers or the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (debtors after giving full effect to the right of liability under this Agreement and its related contribution established rights set forth in this Section 2(b))2, but before taking into account any liabilities under any other Guarantees. (iiic) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder (as a result of the limitations set forth in Section 2(b) or elsewhere in this Agreement) without impairing the guarantee contained in this Section 2 Agreement or affecting the rights and remedies of the Purchasers any Guaranteed Party hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (vd) No payment or payments made by the Companyany Issuer, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers any Guaranteed Party from the Companyany Issuer, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations any Guaranteed Obligation shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder hereunder, which shall, notwithstanding any such payment (or payments, other than any payment payments made by such Guarantor in respect of the Obligations such Guaranteed Obligation or any payment payments received or collected from such Guarantor in respect of the Obligations)such Guaranteed Obligation, remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until all Guaranteed Obligations (other than any contingent indemnity obligations not then due and any letters of credit that remain outstanding which have been fully cash collateralized or otherwise back-stopped to the reasonable satisfaction of the applicable issuing bank) shall have been discharged by payment in full or shall have been deemed paid and discharged by defeasance pursuant to the terms of the instruments governing such Guaranteed Obligations are indefeasibly paid in full(the “Guarantee Termination Date”). (vie) Notwithstanding anything If and to the contrary extent required in order for the obligations of any Guarantor hereunder to be enforceable under applicable federal, state and other laws relating to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising hereunder. Each Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of reducing, the amount of its liability under this Agreement, (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth in this GuaranteeSection 2(e) or to reduce, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock)or request judicial relief reducing, the Guarantors shall amount of its liability under this Agreement, and (iii) the limitation set forth in this Section 2(e) may be enforced only be liable for making to the Purchasers whole on a monetary basis extent required under such laws in order for the Company's failure obligations of such Guarantor under this Agreement to perform be enforceable under such Obligations in accordance with laws and only by or for the Transaction Documentsbenefit of a creditor, representative of creditors or bankruptcy trustee of such Guarantor or other Person entitled, under such laws, to enforce the provisions hereof.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's ’s Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's ’s failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this GuaranteeAgreement, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's ’s Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's ’s failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Administrative Agent or any Lender hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations. (ve) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any Lender from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are indefeasibly paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers Secured Parties and their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Secured Parties hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Secured Parties from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers Secured Parties whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been paid in full or otherwise fully satisfied by indefeasible payment in fulland discharged. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Each of the Guarantors (other than the Borrowers) hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Agent, for the ratable benefit of the Credit Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsObligations of such Borrower. Each Borrower hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Agent, for the ratable benefit of the Credit Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each other Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of each such other Borrower. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor (other than, as to their respective Obligations, the Borrowers) hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)10.02). (iiic) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 Article X or affecting the rights and remedies of the Purchasers any Agent or any other Credit Party hereunder. (ivd) The guarantee contained in this Section 2 Article X shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) and the obligations of each Guarantor under the guarantee contained in this Section 2 Article X shall have been satisfied by indefeasible payment in full, notwithstanding that from time to time during the term of this Agreement any of the Borrowers may be free from any Obligations. (ve) No payment made by any of the CompanyBorrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Agent or any other Credit Party from any of the CompanyBorrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of any of the Obligations or any payment received or collected from such Guarantor in respect of any of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until each of the Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Subject to the provisions of Section 2.01(b), each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents in its capacity as Guarantor shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.02). (iiic) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Administrative Agent or any Lender hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in fullfull (other than contingent indemnification and expense reimbursement obligations) and all Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from the Borrower Obligations. (ve) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any Lender from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations (other than contingent indemnification and expense reimbursement obligations) are indefeasibly paid in fullfull and all Commitments are terminated. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Purchaser and their respective its successors, indorsees, transferees and assigns, the prompt and complete payment and performance by Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. (iib) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal federal, state and state laws, including other laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.02). (iiic) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Purchaser hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Secured Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in fullFully Satisfied notwithstanding that from time to time during the term of the Purchase Agreement Seller may be free from any Secured Obligations. (ve) No payment made by the CompanySeller, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Purchaser from the CompanySeller, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)payment, remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Secured Obligations are indefeasibly paid in fullFully Satisfied. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (a) (i) The Each of the Dex Shared Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees as a primary obligor and not merely as surety to the Purchasers Shared Collateral Agent, for the benefit of the Dex Shared Collateral Secured Parties and their respective successors, indorsees, transferees and permitted assigns, the prompt and complete payment and performance by each Dex Borrower when due (whether at the stated maturity, by acceleration or otherwise) of its respective Dex Borrower Obligations and (ii) each of the Universal Shared Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees as a primary obligor and not merely as surety to the Shared Collateral Agent, for the benefit of the Shared Collateral Secured Parties and their respective successors, indorsees, transferees and permitted assigns, the prompt and complete payment and performance by each Borrower when due (whether at the stated maturity, by acceleration or otherwise) of its respective Borrower Obligations. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under any applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally Bankruptcy Law (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that (x) the Obligations Dex Borrower Obligations, in the case of the Dex Shared Guarantors and (y) the Borrower Obligations, in the case of the Universal Shared Guarantors, may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Shared Collateral Agent or any Shared Collateral Secured Party hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the (x) Dex Borrower Obligations and the obligations of each Dex Shared Guarantor under the guarantee contained in this Section 2 2, in the case of each Dex Shared Guarantor, and (y) the Borrower Obligations and the obligations of each Universal Shared Guarantor under the guarantee contained in this Section 2, in the case of each Universal Shared Guarantor, shall have been satisfied by indefeasible payment in full, notwithstanding that from time to time during the term of each Credit Agreement the applicable Borrower may be free from any Borrower Obligations. (ve) No payment made by any of the CompanyBorrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Shared Collateral Agent or any Shared Collateral Secured Party from any of the CompanyBorrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for (x) the Obligations Dex Borrower Obligations, in the case of the Dex Shared Guarantors, and (y) the Borrower Obligations, in the case of the Universal Shared Guarantors, up to the maximum liability of such Guarantor hereunder until the Dex Borrower Obligations or the Borrower Obligations, as applicable, are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's ’s Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's ’s failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers Secured Parties and their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Secured Parties hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Secured Parties from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's ’s Common Stock), the Guarantors shall only be liable for making the Purchasers Secured Parties whole on a monetary basis for the Company's ’s failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly As consideration for the benefits that Buyer and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assignsBuyer Guarantor will receive as a result of Buyer entering into this Agreement, the prompt Buyer Guarantor hereby agrees that it shall be responsible for all of the obligations of Buyer (and complete any Person to whom Buyer assigns any of its rights or delegates any of its obligations under this Agreement, in whole or in part) under any of the provisions of this Agreement, and the Buyer Guarantor hereby guarantees to each of the Seller Parties the due and punctual performance and payment in full of the Purchase Price, any purchase price adjustment and any other amounts payable by Buyer or its assignee hereunder. This guaranty by the Buyer Guarantor is an absolute, unconditional, present and continuing guaranty of payment and performance when due (whether at the stated maturity, by acceleration or otherwiseas opposed to a guaranty only of collection) and each of the Obligations. Seller Parties (iior any of them acting without the other) Anything herein may enforce their rights under this guaranty without notice of default or undertaking any proceeding or filing any cause of action against Buyer (or any Person to whom Buyer assigns any of its rights or delegates any of its obligations under this Agreement, in whole or in part). The Buyer Guarantor hereby waives any other Transaction Document and all defenses applicable to a guarantor or a surety under applicable Law in connection with its obligations under this guaranty and, without limiting the contrary notwithstandingforegoing, the maximum liability of each Guarantor hereunder terms and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount conditions of the liability obligations of such Guarantor hereunder Buyer (or any Person to whom Buyer assign any of its rights or delegates any of its obligations under this Agreement, in whole or in part) under this Agreement may be modified, amended or supplemented without impairing the guarantee contained in this Section 2 consent or affecting the rights and remedies approval of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 Buyer Guarantor and the guaranty of the Buyer Guarantor shall remain continue in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in fullas so modified, amended or supplemented. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any the other Transaction Document Documents to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's ’s Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's ’s failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors herebyhereby unconditionally and irrevocably, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers Purchaser and their respective its successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company and its Subsidiaries when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document (as defined in Notes) to the contrary notwithstanding, the maximum liability of each Guarantor the Guarantors hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor Guarantors under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b))generally. (iii) Each Guarantor agrees The Guarantors agree that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor Guarantors hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Purchaser hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor the Company under the guarantee contained in this Section 2 Note shall have been satisfied paid in full by indefeasible payment in fullthe Company or any other Guarantor. . (v) No payment made by the Company, any of its Subsidiaries, the Guarantors, any other guarantor Guarantors or any other Person or received or collected by the Purchasers Purchaser from the Company, any of its Subsidiaries, the Guarantors, any other guarantor Guarantors or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor the Guarantors hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor Guarantors in respect of the Obligations or any payment received or collected from such Guarantor Guarantors in respect of the Obligations), remain jointly and severally liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this GuaranteeAgreement, with respect to any defaulted non-monetary Obligations that remains uncured after giving effect to any applicable cure period, if any, the specific performance of which by the Guarantors is are not reasonably possible (e.g. the issuance of the Company's ’s Common Stock), the Guarantors shall only be jointly and severally liable for making the Purchasers Purchaser whole on a monetary basis for the Company's ’s, its Subsidiaries’ failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the benefit of the Secured Parties, as a primary obligor and their respective successors, indorsees, transferees and assignsnot merely as surety, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of the ObligationsBorrower Obligations owed to the Secured Parties. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which that can be guaranteed by such Guarantor under applicable law, including applicable federal and state laws, including laws relating to the insolvency of debtors; provided that, fraudulent conveyance or transfer or laws affecting to the maximum extent permitted under applicable law, it is the intent of the parties hereto that the rights of creditors generally (after giving effect to contribution of each Guarantor provided in subsection 2.2 be included as an asset of the right respective Guarantor in determining the maximum liability of contribution established in Section 2(b))such Guarantor hereunder. (iiic) Each Guarantor agrees that the Borrower Obligations guaranteed by it hereunder may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Administrative Agent or any other Secured Party hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until the earliest to occur of (i) the first date on which all the Loans, all other Borrower Obligations then due and owing, and the obligations of each Guarantor under the guarantee contained in this Section 2 then due and owing shall have been satisfied by indefeasible payment in fullfull in cash and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations, (ii) as to any Guarantor, a sale or other disposition of all the Capital Stock of such Guarantor (other than to the Borrower or a Subsidiary Guarantor), or, if such Guarantor is a Subsidiary Guarantor, any other transaction or occurrence as a result of which such Guarantor ceases to be a Restricted Subsidiary of the Borrower, in each case that is permitted under the Credit Agreement and (iii) as to any Guarantor, such Guarantor becoming an Excluded Subsidiary. (ve) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any other Secured Party from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of any of the Borrower Obligations), remain liable for the Borrower Obligations of the Borrower guaranteed by it hereunder up to the maximum liability of such Guarantor hereunder until the earliest to occur of (i) the first date on which all the Loans and all other Borrower Obligations then due and owing, are indefeasibly paid in fullfull in cash and the Commitments are terminated, (ii) as to any Guarantor, a sale or other disposition of all the Capital Stock of such Guarantor (other than to the Borrower or a Subsidiary Guarantor), or, if such Guarantor is a Subsidiary Guarantor, any other transaction or occurrence as a result of which such Guarantor ceases to be a Restricted Subsidiary of the Borrower, in each case that is permitted under the Credit Agreement and (iii) as to any Guarantor, such Guarantor becoming an Excluded Subsidiary. (vif) Notwithstanding anything herein or in any other Loan Document to the contrary contrary, including subsection 2.6 hereof, (i) the obligations of Holding under this Agreement, including in this Guaranteerespect of its Guarantor Obligations, with respect to any defaulted non-monetary Obligations are expressly limited recourse obligations of Holding, and such obligations shall be payable solely from, limited to, and shall in no event exceed, Holding’s Pledged Collateral, and (ii) upon the specific performance collection, sale or disposition of, or other realization upon, all of which Holding’s Pledged Collateral by the Guarantors is not reasonably possible (e.g. the issuance or on behalf of the Company's Common Stock)Collateral Agent or any Secured Party, whether pursuant to Section 6 of this Agreement or otherwise, the Guarantors obligations of Holding under this Agreement, including in respect of its Guarantor Obligations, shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure irrevocably and indefeasibly terminated and shall not be subject to perform such Obligations in accordance with the Transaction Documentsreinstatement under any circumstance.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Secured Parties hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (ve) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers any Secured Party from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, guarantee irrevocably guarantees to the Purchasers Beneficiaries and their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance by Transferee when due (whether at the stated maturity, 70 by acceleration or otherwise) of, and the faithful performance of, and compliance with, all payment obligations of Transferee under the Refunding Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party and each other Operative Document to which Transferee is a party or by which either is bound (collectively, the "Relevant Documents"), strictly in accordance with the terms thereof and the timely performance of all other obligations of Transferee thereunder (such payment and other obligations, the "Obligations"), and Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) that may be paid or incurred by Beneficiaries in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the ObligationsObligations and/or enforcing any rights with respect to, or collecting against, Guarantor under this Guarantee. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (vb) No payment or payments made by the CompanyTransferee, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Purchasers any Beneficiary from the CompanyTransferee, any of the GuarantorsGuarantor, any other guarantor or any other Person person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid and performed in full. (vic) Notwithstanding anything If for any reason any Obligation to be performed or observed by Transferee (whether affirmative or negative in character) shall not be observed or performed, or if any amount payable by Transferee referred to in Section 1(a) hereof shall not be paid promptly when due and payable, Guarantor shall promptly perform or observe or cause to be performed or observed each such Obligation or undertaking and shall forthwith pay such amount at the place and to the contrary in this Guaranteeperson or entity entitled thereto pursuant to the Relevant Documents regardless of whether or not Lessee, with respect Original Head Lessee, Owner Trustee, Pass Through Trustee, Subordination Agent, Indenture Trustee, or anyone on behalf of any of them shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to enforce any defaulted non-monetary Obligations rights against Transferee or any other person or entity to compel any such performance or to collect all or any part of such amount pursuant to the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance provisions of the Company's Common Stock)Relevant Documents or at law or in equity, the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documentsor otherwise, and regardless of any other condition or contingency.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers any Secured Party hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers any Secured Party from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's ’s Common Stock), the Guarantors shall only be liable for making the Purchasers Secured Parties whole on a monetary basis for the Company's ’s failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Subject to the provisions of Section 2(b), each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees, as primary obligor and not merely as surety, to the Purchasers and their respective successorsCollateral Agent, indorsees, transferees and assignsfor the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsObligations of anyone other than such Guarantor (including amounts that would become due for operation of the automatic stay under 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)). (iib) Anything herein or in any other Transaction Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Credit Documents shall in no event exceed the amount which that can be guaranteed by such Guarantor under the Bankruptcy Code or any applicable federal and state laws, including laws relating to fraudulent conveyances, fraudulent transfers or the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iiic) Each Guarantor further agrees to pay any and all expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the Administrative Agent or the Collateral Agent or any other Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guarantee. (d) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of the Purchasers Collateral Agent or any other Secured Party hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (ve) No payment or payments made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Collateral Agent, the Administrative Agent or any other Secured Party from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder hereunder, which shall, notwithstanding any such payment (or payments, other than any payment payments made by such Guarantor in respect of the Obligations or any payment payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are indefeasibly paid in full, the Commitments are terminated and no Letters of Credit shall be outstanding or the Letters of Credit Outstanding shall have been Cash Collateralized. (vif) Notwithstanding anything Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the contrary Collateral Agent or any other Secured Party on account of its liability hereunder, it will notify the Collateral Agent in writing that such payment is made under this Guarantee, with respect Guarantee for such purpose. The Collateral Agent shall have its own independent right to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance demand payment of the Company's Common Stock)amounts payable by each applicable Guarantor under this Section 2, irrespective of any discharge of such Guarantor’s obligations to pay those amounts to the Guarantors other Secured Parties resulting from failure by them to take appropriate steps in insolvency proceedings affecting that Guarantor to preserve their entitlement to be paid those amounts. Any amount due and payable by a Guarantor to the Collateral Agent under this Section 2 shall only be liable for making decreased to the Purchasers whole on extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Credit Documents and any amount due and payable by a monetary basis for Guarantor to the Company's failure Collateral Agent under those provisions shall be decreased to perform such Obligations the extent that the Collateral Agent has received (and is able to retain) payment in accordance with full of the Transaction Documentscorresponding amount under this Section 2.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers Purchaser and their its respective successors, indorsees, transferees transferees, and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which that can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Purchaser hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Purchaser from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder hereunder, which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's ’s Common Stock), the Guarantors shall only be liable for making the Purchasers Purchaser whole on a monetary basis for the Company's ’s failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Company Obligations. (iib) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be validly guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Company Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in fullTermination Date. (ve) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person Person, or received or collected by the Purchasers any Purchaser from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Company Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Company Obligations or any payment received or collected from such Guarantor in respect of the Company Obligations), remain liable for the Company Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in fullTermination Date. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. e.g., the issuance of the Company's ’s Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's ’s failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment paid in fullfull in cash (excluding inchoate indemnity or reimbursement obligations for which no demand has been made). (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in fullfull in cash (excluding inchoate indemnity or reimbursement obligations for which no demand has been made). (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's ’s Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's ’s failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees, as primary obligor and not merely as surety, to the Purchasers and their respective successorsAdministrative Agent, indorsees, transferees and assignsfor the ratable benefit of the Guaranteed Parties, the prompt and complete payment and performance by the Company and each Subsidiary Borrower, as applicable, when due (whether at the stated maturity, by acceleration or otherwise) and at all times thereafter, of the all Guaranteed Obligations. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Guaranteed Parties hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Guaranteed Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment paid in full, notwithstanding that from time to time during the term of the Credit Agreement, the Company and/or one or more of the Subsidiary Borrowers may be free from any Guaranteed Obligations. (ve) No payment made by the Company, any Subsidiary Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers any Guaranteed Party from the Company, any Subsidiary Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Subject to the provisions of Section 2(b), each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees, as primary obligor and not merely as surety, to the Purchasers and their respective successorsAdministrative Agent, indorsees, transferees and assignsfor the benefit of the Lenders, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (iib) Anything herein or in any other Transaction Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Credit Documents shall in no event exceed the amount which that can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect . Without limitation to the right foregoing, the guarantee granted by any Guarantor organized under the laws of contribution established England and Wales under this Section 2 shall not apply to any liability to any extent that it would result in the relevant guarantee constituting unlawful financial assistance within the meaning of Section 2(b))151 of the Companies Act of 1985. (iiic) Each Guarantor further agrees to pay any and all expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the Administrative Agent or any other Lender in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantee. (d) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of the Purchasers Administrative Agent or any other Lender hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (ve) No payment or payments made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any other Lender from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder hereunder, which shall, notwithstanding any such payment (or payments other than any payment payments made by such Guarantor in respect of the Obligations or any payment payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are indefeasibly paid in full. (vi) Notwithstanding anything to full and the contrary in this GuaranteeCommitments are terminated, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations or otherwise satisfied in accordance with the Transaction Documentsterms of the Credit Agreement (including Section 2 thereof). (f) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Lender on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal federal, state and state foreign laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's ’s Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's ’s failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees, as primary obligor and not merely as surety, to the Purchasers and their respective successorsAdministrative Agent, indorsees, transferees and assignsfor the ratable benefit of the Guaranteed Parties, the prompt and complete payment payment, and not collection, and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) and at all times thereafter, of the all Guaranteed Obligations. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Guaranteed Parties hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Guaranteed Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment paid in full, notwithstanding that from time to time during the term of the Credit Agreement, the Company may be free from any Guaranteed Obligations. (ve) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person Person, or received or collected by the Purchasers any Guaranteed Party from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Lender and their respective its successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Lender hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (ve) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Lender from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers and their respective successorsAdministrative Agent, indorsees, transferees and assignsfor the benefit of the Secured Parties, the prompt and complete payment and performance by each Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of such Borrower Obligations of such Borrower owed to the Obligationsapplicable Secured Parties. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which that can be guaranteed by such Guarantor under applicable law, including applicable federal and state laws, including laws relating to the insolvency of debtors; provided that, fraudulent conveyance or transfer or laws affecting to the maximum extent permitted under applicable law, it is the intent of the parties hereto that the rights of creditors generally (after giving effect to contribution of each Guarantor provided in the right following subsection 2.2 be included as an asset of contribution established the respective Guarantor in Section 2(b))determining the maximum liability of such Guarantor hereunder. (iiic) Each Guarantor agrees that the Borrower Obligations guaranteed by it hereunder may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Administrative Agent or any other Secured Party hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until the earliest to occur of (i) the first date on which all the Loans, all other Borrower Obligations then due and owing, and the obligations of each Guarantor under the guarantee contained in this Section 2 then due and owing shall have been satisfied by indefeasible payment in fullfull in cash and the Commitments shall be terminated, notwithstanding that from time to time during the term of the ABL Credit Agreement any of the Borrowers may be free from any Borrower Obligations, (ii) as to any Guarantor, the sale or other disposition of all of the Capital Stock of such Guarantor (to a Person other than the Parent Borrower or a Restricted Subsidiary) as permitted under the ABL Credit Agreement or (iii) as to any Guarantor, the designation of such Guarantor as an Unrestricted Subsidiary. (ve) No payment made by the Companyany Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any other Secured Party from any of the CompanyBorrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of any of the Borrower Obligations), remain liable for the Borrower Obligations of each Borrower guaranteed by it hereunder up to the maximum liability of such Guarantor hereunder until the earliest to occur of (i) the first date on which all the Loans and all other Borrower Obligations then due and owing, are indefeasibly paid in full. full in cash and the Commitments are terminated, (viii) Notwithstanding anything to the contrary in this Guarantee, with respect as to any defaulted non-monetary Obligations Guarantor, the specific performance sale or other disposition of which by the Guarantors is not reasonably possible (e.g. the issuance all of the Company's Common Stock), Capital Stock of such Guarantor (to a Person other than the Guarantors shall only be liable for making Parent Borrower or a Restricted Subsidiary) as permitted under the Purchasers whole on a monetary basis for ABL Credit Agreement or (iii) the Company's failure to perform designation of such Obligations in accordance with the Transaction DocumentsGuarantor as an Unrestricted Subsidiary.

Guarantee. (ia) The Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, guarantee irrevocably guarantees to the Purchasers Beneficiaries and their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance by Transferee when due (whether at the stated maturity, 65 by acceleration or otherwise) of, and the faithful performance of, and compliance with, all payment obligations of Transferee under the Refunding Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party and each other Operative Document to which Transferee is a party or by which either is bound (collectively, the "Relevant Documents"), strictly in accordance with the terms thereof and the timely performance of all other obligations of Transferee thereunder (such payment and other obligations, the "Obligations"), and Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) that may be paid or incurred by Beneficiaries in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the ObligationsObligations and/or enforcing any rights with respect to, or collecting against, Guarantor under this Guarantee. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (vb) No payment or payments made by the CompanyTransferee, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Purchasers any Beneficiary from the CompanyTransferee, any of the GuarantorsGuarantor, any other guarantor or any other Person person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid and performed in full. (vic) Notwithstanding anything If for any reason any Obligation to be performed or observed by Transferee (whether affirmative or negative in character) shall not be observed or performed, or if any amount payable by Transferee referred to in Section 1(a) hereof shall not be paid promptly when due and payable, Guarantor shall promptly perform or observe or cause to be performed or observed each such Obligation or undertaking and shall forthwith pay such amount at the place and to the contrary in this Guaranteeperson or entity entitled thereto pursuant to the Relevant Documents regardless of whether or not Lessee, with respect Original Head Lessee, Owner Trustee, Pass Through Trustee, Subordination Agent, Indenture Trustee, or anyone on behalf of any of them shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to enforce any defaulted non-monetary Obligations rights against Transferee or any other person or entity to compel any such performance or to collect all or any part of such amount pursuant to the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance provisions of the Company's Common Stock)Relevant Documents or at law or in equity, the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documentsor otherwise, and regardless of any other condition or contingency.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Administrative Agent or any other Secured Party hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until (i) all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full, (ii) no Letter of Credit shall be outstanding (except to the extent such Letter of Credit shall have been cash collateralized to the reasonable satisfaction of the Issuing Lender) and (iii) the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations. (ve) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any other Secured Party from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are indefeasibly paid in full. , no Letter of Credit shall be outstanding (vi) Notwithstanding anything except to the contrary in this Guarantee, with respect extent such Letter of Credit shall have been cash collateralized to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance reasonable satisfaction of the Company's Common Stock), Issuing Lender) and the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction DocumentsCommitments are terminated.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's ’s Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's ’s failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Guarantors herebyEach Guarantor, jointly and severally, hereby unconditionally and irrevocably, guarantee irrevocably guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower as and when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (iib) This Guarantee shall remain in full force and effect until the Obligations are paid in full. (c) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent and such Lender in writing that such payment is made under this Guarantee for such purpose. (d) Anything herein or in any other Transaction Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Credit Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (ve) No payment or payments made by the CompanyBorrower, any either of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any Lender from the CompanyBorrower, any either of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which who shall, notwithstanding any such payment or payments (other than any payment payments made by such Guarantor in respect of the Obligations or any payment payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations Obligations, up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Guarantors Each Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Collateral Agent, on behalf and for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iiic) Each Guarantor further agrees to pay any and all reasonable and documented expenses (including, without limitation, the fees and disbursements of counsel) which may be paid or incurred by the Collateral Agent or any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Agreement. This Agreement shall remain in full force and effect until the Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto the Borrowers may be free from any Obligations. (d) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 Agreement or affecting the rights and remedies of the Purchasers Collateral Agent or any Secured Party hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (ve) No payment or payments made by the Companyany Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Purchasers Collateral Agent or any Secured Party from the Companyany Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor the Guarantors hereunder which shall, notwithstanding any such payment (or payments other than any payment payments made by such any Guarantor in respect of the Obligations or any payment payments received or collected from such any Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such each Guarantor hereunder until the Obligations are indefeasibly paid in fullfull and the Commitments are terminated. (vif) Notwithstanding anything Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the contrary Collateral Agent or any Secured Party on account of its liability hereunder, it will notify the Collateral Agent in writing that such payment is made under this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable Agreement for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documentspurpose.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Lenders and the Agents and their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and each of the other Credit Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower's and such other Credit Party's Obligations (collectively, the "Guaranteed Obligations"). The liability of each of the Guarantors hereunder shall be joint and several with the Obligations of all other Guarantors. (iib) Anything herein or in any other Transaction Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Credit Documents shall in no event exceed the maximum amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting debtors without rendering the rights guarantee of creditors generally (after giving effect to the right of contribution established in Section 2(b))such Guarantor hereunder unenforceable. (iiic) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Administrative Agent, on behalf of the other Agents and the Lenders hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Guaranteed Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 Agreement shall have been satisfied by indefeasible payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of each of the Credit Agreements, no Loans or Letters of Credit may be outstanding. (ve) No indefeasible payment made by the Company, any of the Guarantors, any other guarantor Credit Party or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor Agents or any other Person the Lenders by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which hereunder, and each Guarantor shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations are indefeasibly paid in full, no Loan or Letter of Credit shall be outstanding and the Commitments are terminated. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, subsidiary guarantors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in fullfull (or converted into Common Stock of the Company as contemplated by the Notes) (other than contingent indemnification obligations for which no claim has been asserted). (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations (other than contingent indemnification obligations for which no claim has been asserted) are indefeasibly paid in full, or converted into Common Stock of the Company as contemplated in the Notes. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations Obligations, the specific performance of which by the Guarantors is not reasonably possible (e.g. e.g., the issuance of the Company's ’s Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's ’s failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (iii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iiiii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iviii) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (viv) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (viv) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this GuaranteeAgreement, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's ’s Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's ’s failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Secured Parties hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers any Secured Party from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reducereduce (other than a reduction of the amount owed hereunder, if applicable), release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's ’s Common Stock), the Guarantors shall only be liable for making the Purchasers Secured Parties whole on a monetary basis for the Company's ’s failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) i. The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to for the benefit of the Purchasers and their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) . Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) . Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers any Purchaser hereunder. (iv) . The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) v. No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers any Purchaser from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) . Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's ’s Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's ’s failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assignsassigns permitted hereunder, the prompt and complete payment and performance by the Borrower (or, in the case of any Specified Letter of Credit, the relevant Group Member(s)) when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.; (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder under this Section 10.1 and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor is permitted under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iiic) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 10 or affecting the rights and remedies of the Purchasers Administrative Agent or any Lender hereunder. (ivd) The guarantee contained in this Section 2 10 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 10 shall have been satisfied by indefeasible payment in fullfull (other than unasserted contingent obligations) and the Commitments shall be terminated. (ve) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any Lender from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in fullfull (other than unasserted contingent obligations) and the Commitments are terminated. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent for the ratable benefit of the Administrative Agent, the Lenders and their respective permitted successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Administrative Agent or any Lender hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full (other than contingent or indemnification obligations not then due) and the Commitments shall have been terminated, notwithstanding that from time to time during the term of the Mezzanine Credit Agreement the Borrower may be free from any Borrower Obligations, provided that any Guarantor shall be released from its guarantee contained in this Section 2 as provided in Section 6.15. (e) No payment (other than payment in full. (v) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any Lender from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are indefeasibly shall have been paid in full. full (viother than contingent or indemnification obligations not then due) Notwithstanding anything to and the contrary Commitments shall have been terminated, provided that any Guarantor shall be released from its guarantee contained in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations Section 2 as provided in accordance with the Transaction DocumentsSection 6.15.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers and their respective successorsAdministrative Agent, indorsees, transferees and assignsfor the benefit of the Credit Parties, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of each and all of the Borrower Obligations. The Guarantors agree that this guarantee is a guarantee of payment and performance and not of collection. (b) Each Guarantor shall be liable under its guarantee set forth in Section 2.1(a), without any limitation as to amount, for all present and future Borrower Obligations, including specifically all future increases in the outstanding amount of the Loans under the Credit Agreement and other future increases in the Borrower Obligations, whether or not any such increase is committed, contemplated or provided for by the Loan Documents on the date hereof; provided, that (i) enforcement of such guarantee against such Guarantor will be limited as necessary to limit the recovery under such guarantee to the maximum amount which may be recovered without causing such enforcement or recovery to constitute a fraudulent transfer or fraudulent conveyance under any applicable law, including any applicable federal or state fraudulent transfer or fraudulent conveyance law (after giving effect, to the fullest extent permitted by law, to the reimbursement and contribution rights set forth in Section 2.2) and (ii) to the fullest extent permitted by applicable law, the foregoing clause (i) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any equity interest in such Guarantor. Each Guarantor shall be regarded, and shall be in the same position, as principal debtor with respect to the Guaranteed Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (ivc) The guarantee contained in this Section 2 2.1 (i) shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall 2.1 (other than Unasserted Obligations) have been satisfied by indefeasible payment paid in full, and all commitments to extend credit under the Credit Agreement have terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations, (ii) unless released as provided in clause (iii) below, shall survive the repayment of the Loans under the Credit Agreement and remain enforceable as to all Borrower Obligations that survive such repayment, termination and release and (iii) shall be released when and as set forth in Section 5.15. (vd) No payment (other than payment in full of all the Guaranteed Obligations) made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers any Credit Party from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the any other Borrower Obligations then outstanding or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in fullthereafter incurred. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees, as primary obligor and not merely as surety, to the Purchasers Collateral Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) of the Borrower Obligations. (iib) Anything herein or in any other Transaction Document If and to the contrary notwithstanding, extent required in order for the maximum liability Obligations of each any Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can to be guaranteed by such Guarantor enforceable under applicable federal federal, state and state laws, including other laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights maximum liability of creditors generally (such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Section 2.02. Each Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of contribution established reducing, the amount of its liability under this Agreement, (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth in this Section 2(b))2.01(b) or to reduce, or request judicial relief reducing, the amount of its liability under this Agreement, and (iii) the limitation set forth in this Section 2.01(b) may be enforced only to the extent required under such laws in order for the obligations of such Guarantor under this Agreement to be enforceable under such laws and only by or for the benefit of a creditor, representative of creditors or bankruptcy trustee of such Guarantor or other Person entitled, under such laws, to enforce the provisions thereof. (iiic) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed be incurred or permitted in an amount exceeding the amount of the maximum liability of such Guarantor hereunder under Section 2.01(b) without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers any Secured Party hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all Payment in Full of the Obligations and Obligations, notwithstanding that from time to time during the obligations term of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in fullCredit Agreement the Borrower may be free from any Borrower Obligations. (ve) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers any Secured Party from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid Payment in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance Full of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction DocumentsObligations.

Guarantee. (ia) The Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (iib) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each the Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such the Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of subrogation and contribution established in Section 2(b)8.02). (iiic) Each The Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such the Guarantor hereunder without impairing the guarantee contained in this Section 2 Article VIII or affecting the rights and remedies of the Purchasers Administrative Agent or any Lender hereunder. (ivd) The guarantee contained in this Section 2 Article VIII shall remain in full force and effect until all the Borrower Obligations and the obligations of each the Guarantor under the guarantee contained in this Section 2 Article VIII shall have been satisfied by indefeasible payment in fullfull and the Commitments shall have been terminated, notwithstanding that from time to time during the term of this Agreement a Borrower may be free from any Borrower Obligations. (ve) No payment made by the CompanyBorrowers, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any Lender from the CompanyBorrowers, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such the Guarantor in respect of the Borrower Obligations or any payment received or collected from such the Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such the Guarantor hereunder until the Borrower Obligations are indefeasibly paid in full. (vi) Notwithstanding anything full and the Commitments are terminated. The provisions of Section 2.14 and 2.16 shall apply to the contrary in Guarantor under this Guarantee, Article VIII (with respect appropriate changes therein to any defaulted non-monetary Obligations refer to the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common StockGuarantor as necessary), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers Lender and their its respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Lender hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Lender from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this GuaranteeAgreement, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers Lender whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Subject to the provisions of Section 2(b), each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees, as primary obligor and not merely as surety, to the Purchasers and their respective successorsCollateral Agent, indorsees, transferees and assignsfor the ratable benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (other than, if such Guarantor is also a Borrower, such Guarantor’s own Obligations). (iib) Anything herein or in any other Transaction Credit Document to the contrary notwithstanding, the maximum liability of each U.S. Guarantor hereunder and under the other Transaction Credit Documents shall in no event exceed the amount which that can be guaranteed by such U.S. Guarantor under the Bankruptcy Code or any applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iiic) Each Guarantor further agrees to pay any and all expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by any Administrative Agent or the Collateral Agent or any other Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantee. (d) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of any Administrative Agent or the Purchasers Collateral Agent or any other Secured Party hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (ve) No payment or payments made by any of the CompanyBorrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by any Administrative Agent or the Purchasers Collateral Agent or any other Secured Party from any of the CompanyBorrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder hereunder, which shall, notwithstanding any such payment (or payments other than any payment payments made by such Guarantor in respect of the Obligations or any payment payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are indefeasibly paid in full, the Commitments are terminated and no Letters of Credit shall be outstanding. (vif) Notwithstanding anything Each Guarantor agrees that whenever, at any time, or from time to the contrary in this Guaranteetime, with respect it shall make any payment to any defaulted non-monetary Obligations Administrative Agent or the specific performance Collateral Agent or any other Secured Party on account of which by its liability hereunder, it will notify the Guarantors applicable Administrative Agent or Collateral Agent in writing that such payment is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable made under this Guarantee for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documentspurpose.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assignsassigns permitted hereunder, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder under this Section 9.1 and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor is permitted under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)9.2). (iiic) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 9 or affecting the rights and remedies of the Purchasers Administrative Agent or any Lender hereunder. (ivd) The guarantee contained in this Section 2 9 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 9 shall have been satisfied by indefeasible payment in fullfull and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (ve) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any Lender from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in fullfull and the Commitments are terminated. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (iib) Anything herein or in any other Transaction Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Credit Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Administrative Agent or any other Secured Party hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until the earlier to occur of (i) the first date on which all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Obligations or (ii) as to any Guarantor, the sale or other disposition of all of the Capital Stock of such Guarantor permitted under Section 8.05 of the Credit Agreement and the release of such Guarantor from its Guarantee in accordance with Article X of the Credit Agreement. (ve) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any other Secured Party from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the earlier to occur of (i) the first date on which the Obligations are indefeasibly paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated or (ii) the sale or other disposition of all of the Capital Stock of such Guarantor permitted under Section 8.05 of the Credit Agreement and the release of such Guarantor from its Guarantee in accordance with Article X of the Credit Agreement. (vif) Notwithstanding anything Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the contrary Administrative Agent or any Secured Party on account of its liability hereunder, it will notify the Administrative Agent and such Lender in writing that such payment is made under this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable Guarantee for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documentspurpose.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers Purchaser and their its respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Purchaser hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Purchaser from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this GuaranteeAgreement, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers Purchaser whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this GuaranteeAgreement, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Buyer and their respective its successors, indorsees, transferees and assigns, the prompt and complete payment and performance by Seller when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsGuaranteed Obligations in an amount not to exceed the applicable Maximum Guaranty Amount. (iib) Anything herein Guarantor further agrees to pay any and all reasonable out-of-pocket expenses (including, without limitation, all reasonable and documented out-of-pocket fees and disbursements of counsel) which are actually paid or actually incurred by ▇▇▇▇▇ in enforcing, or obtaining advice of counsel in respect of, any other Transaction Document to rights with respect to, or collecting, any or all of the contrary notwithstandingGuaranteed Obligations and/or enforcing any rights with respect to, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such or collecting against, Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 Limited Guaranty. This Limited Guaranty shall remain in full force and effect until all the later of (i) the termination of the Repurchase Agreement or (ii) the Guaranteed Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment are paid in full, notwithstanding that from time to time prior thereto Seller may be free from any Obligations. (vc) No payment or payments made by the CompanySeller, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Purchasers Buyer from the CompanySeller, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (or payments other than any payment payments made by such Guarantor in respect of the Guaranteed Obligations or any payment payments received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations are indefeasibly paid in fullfull and the Repurchase Agreement is terminated. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Guarantors Each Grantor, other than the Singapore Borrower, who has executed this Agreement as of the date hereof, together with each Material Domestic Subsidiary of any U.S. Borrower or other Guarantor who accedes to this Agreement as a Grantor after the date hereof pursuant to Section 6.12 of the Credit Agreement (each a “Guarantor” and, collectively, the “Guarantors”), hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrowers and the other Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. In furtherance of the foregoing, and without limiting the generality thereof, each Guarantor agrees as follows: (i) each Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Guarantor and shall not be contingent upon the Administrative Agent’s or any Secured Party’s exercise or enforcement of any remedy it or they may have against any Borrower, any other Guarantor, any other Person, or all or any portion of the Collateral; and (ii) the Administrative Agent may enforce this guaranty notwithstanding the existence of any dispute between any of the Secured Parties and any Borrower or any other Guarantor with respect to the existence of any Event of Default. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Administrative Agent or any other Secured Party hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Secured Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full, in cash (or, as applicable, Cash Collateralized in accordance with the terms of the Credit Agreement), no Letter of Credit shall be outstanding (or, as applicable, each outstanding and undrawn Letter of Credit has been Cash Collateralized in accordance with the terms of the Credit Agreement), and all of the Commitments are terminated (the “Discharge of Obligations”), notwithstanding that from time to time during the term of the Credit Agreement the outstanding amount of the Secured Obligations may be zero. (ve) No payment made by the Companyany Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any other Secured Party from the Companyany Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in fullDischarge of Obligations. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. The Guarantors’ liability under this Guarantee shall be unlimited, open and continuous for so long as this Guarantee remains in force. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established set forth in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's ’s failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Guarantors Each Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Agent, on behalf and for the benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (iib) Anything herein or in any other Transaction Document the Master Repurchase Agreement to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iiic) Each Guarantor further agrees to pay any and all expenses (including, without limitation, all documented fees and disbursements of counsel) which may be paid or incurred by the Agent or any Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantors under this Guarantee. This Guarantee shall remain in full force and effect until the Obligations are paid in full and the Master Repurchase Agreement shall have expired or been terminated, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. (d) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of the Purchasers Agent or any Secured Party hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (ve) No payment or payments made by the CompanySeller, any of the GuarantorsGuarantor, any other guarantor or any other Person person or received or collected by the Purchasers Agent or any Secured Party from the CompanySeller, any of the GuarantorsGuarantor, any other guarantor or any other Person person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor the Guarantors hereunder which shall, notwithstanding any such payment (or payments other than any payment payments made by such any Guarantor in respect of the Obligations or any payment payments received or collected from such any Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such each Guarantor hereunder until the Obligations are indefeasibly paid in fullfull and the Master Repurchase Agreement shall have expired or been terminated. (vif) Notwithstanding anything Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the contrary Agent or any Secured Party on account of its liability hereunder, it will notify the Agent in writing that such payment is made under this GuaranteeGuarantee for such purpose. (g) Each Guarantor shall pay additional amounts to, and indemnify, the Secured Parties with respect to Taxes imposed on payments pursuant to this Guarantee to the same extent as the Seller would have paid the Secured Party with respect to amounts paid under Section 6 of Annex I of the Master Repurchase Agreement if the Guarantor were the Seller under the Master Repurchase Agreement. For the avoidance of doubt, any defaulted non-monetary Obligations the specific performance of which such payments are in addition to each Guarantor’s obligation to pay any amounts required to be paid by the Guarantors is not reasonably possible (e.g. Seller to the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction DocumentsSecured Party.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsBorrower Obligations (other than, in the case of each Guarantor, Borrower Obligations arising pursuant to clause (ii) of this Section 2.1(a) in respect of Guarantor Hedge Agreement Obligations in respect of which such Guarantor is a primary obligor). (ii) The Borrower hereby unconditionally and irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by each Guarantor when due (whether at stated maturity, by acceleration or otherwise) of the Guarantor Hedge Agreement Obligations of such Guarantor. (b) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee of such Guarantor contained in this Section 2 or affecting the rights and remedies of the Purchasers Administrative Agent or any Secured Party hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations and any or all of the Guarantors may be free from their respective Guarantor Obligations. (ve) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any Secured Party from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Guarantor Hedge Agreement Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations or the Guarantor Hedge Agreement Obligations, respectively), remain liable for the Borrower Obligations and the Guarantor Hedge Agreement Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations and the Guarantor Hedge Agreement Obligations are indefeasibly paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent for the ratable benefit of the Administrative Agent and the Lenders and their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the all Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (ivb) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Obligations. (vc) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any Lender from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are indefeasibly paid in full. (vi) , no Letter of Credit shall be outstanding and the Commitments are terminated. Notwithstanding anything to the contrary foregoing, in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by no event shall the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making payment of any amount in excess of the Purchasers whole on a monetary basis for the Company's failure to perform such then outstanding Borrower Obligations in accordance with the Transaction Documentsand, without duplication, Guarantor Obligations.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the benefit of the Lenders and, in the case of any Hedge Agreement or Cash Management Obligations, between the Borrower and any Affiliate of a Lender, such Affiliate of a Lender and any person that was a lender or an Affiliate of a lender at the time it entered into a Hedge Agreement or a Cash Management Obligation (any such person, lender or Affiliate of a lender, together with the Agents and the Lenders, the “Secured Parties”) and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Administrative Agent or any other Secured Party hereunder. (ivd) The Subject to reinstatement as provided in Section 2.6, the guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from the Borrower Obligations. (ve) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any other Secured Party from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the (subject to reinstatement as provided in Section 2.6) all Borrower Obligations are indefeasibly paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers each Purchaser and each of their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this GuaranteeAgreement, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee 2.1 In consideration of Fortune agreeing to charter the Vessel pursuant to the Purchasers Bareboat Charter, each Guarantor (subject to clause 2.6 below) hereby severally guarantees to Fortune the due and their respective successors, indorsees, transferees proper performance by G▇▇▇▇ ▇▇▇▇▇ of all of Golar Hilli's duties and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein obligations arising under or in any other Transaction Document to connection with the contrary notwithstandingBareboat Charter, the maximum liability of and each Guarantor hereunder hereby absolutely, irrevocably and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal unconditionally undertakes as primary obligor and state lawsnot as mere surety to pay to Fortune, including laws relating to the insolvency within five (5) Business Days of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may Fortune's demand at any time and from time to time exceed the amount time, a several share of the Guaranteed Amount. 2.2 As a separate and independent stipulation, each Guarantor (subject to clause 2.6 below) agrees that if any purported obligation or liability of such G▇▇▇▇ ▇▇▇▇▇ which would have been the subject of this Guarantee had it been valid and enforceable is not or ceases to be valid or enforceable against G▇▇▇▇ ▇▇▇▇▇ on any ground whatsoever (including, without limitation, any irregular exercise or absence of any corporate power or lack of authority of, or breach of duty by, any person purporting to act on behalf of G▇▇▇▇ ▇▇▇▇▇ or any legal or other limitation, whether under the L▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (▇▇▇▇▇▇ ▇▇▇▇▇▇▇) or otherwise or Incapacity or any change in the constitution of G▇▇▇▇ ▇▇▇▇▇) each Guarantor hereunder without impairing shall nevertheless be severally liable to Fortune in respect of that purported obligation or liability as if the guarantee contained same were fully valid and enforceable and each Guarantor was the principal debtor in this Section 2 or affecting the rights and remedies of the Purchasers hereunderrespect thereof. 2.3 Each Guarantor (ivsubject to clause 2.6 below) The guarantee contained shall be liable for and shall within five (5) Business Days of Fortune’s demand indemnify and save harmless Fortune from and against any and all losses, damages, expenses, liabilities, claims, costs or proceedings which Fortune suffers or incurs by reason of any failure of any Guarantor to comply with clause 2.1 or 2.2, including costs, losses and/or legal and other expenses which are imposed on or incurred by Fortune in seeking to enforce and enforcing this Section 2 shall remain Guarantee and in full force seeking to enforce and effect until all enforcing any judgment or order obtained in respect of this Guarantee. 2.4 Subject to the Obligations provisions of clauses 3, 8 and 9 the obligations liability of each Guarantor under this Guarantee in respect of each obligation or liability shall be limited to the guarantee contained in this Section 2 shall extent that G▇▇▇▇ ▇▇▇▇▇ would have been satisfied by indefeasible payment liable under or in fullconnection with the Bareboat Charter for such obligation or liability. 2.5 Each Guarantor waives any right it may have of first requiring G▇▇▇▇ ▇▇▇▇▇ (vor any trustee or agent on its behalf) No to proceed against or enforce any other rights or security or claim payment made by from any person, prior to a claim against any Guarantor under this clause 2. This waiver applies irrespective of any law or provision of the CompanyFinance Documents to the contrary. 2.6 Each Guarantor’s liability under this Guarantee is several (and not joint) and such liability of each Guarantor shall be on a pro rata basis equal and up to, respectively, GLNG’s proportionate ownership (aggregated with that of KSI and B&V, if any), and Golar MLP’s proportionate ownership of Common Units in GHL. 2.7 For the avoidance of doubt, any of the Guarantors, notice and/or demand to be served on any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)obligations for which it is liable shall be addressed to, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in fulland served on, both Guarantors, notwithstanding their several liability. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Agent, for the ratable benefit of the Foreign Facility Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Foreign Obligors when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsPrimary Obligations of the Foreign Obligors. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to fraudulent conveyances or transfers or the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Primary Obligations of the Foreign Obligors may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 Article II or affecting the rights and remedies of the Purchasers Agent or any Foreign Facility Secured Party hereunder. (ivd) The guarantee contained in this Section 2 Article II is a continuing guarantee and shall remain in full force and effect until the Full Payment of all the Primary Obligations of the Foreign Obligors (other than contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection in each case as to which no claim has been asserted or is reasonably expected to be asserted) and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in fullArticle II, notwithstanding that from time to time during the term of the Credit Agreement the Foreign Obligors may be free from any Primary Obligations. (ve) No payment made by the Companyany Borrower, any other Obligor, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Agent or any Lender from the Companyany Borrower, any other Obligor, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Primary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Primary Obligations of the Foreign Obligors or any payment received or collected from such Guarantor in respect of the ObligationsPrimary Obligations of the Foreign Obligors), remain liable for the Primary Obligations of the Foreign Obligors up to the maximum liability of such Guarantor hereunder until the Full Payment of the Primary Obligations are indefeasibly paid of the Foreign Obligors (other than contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection in fulleach case as to which no claim has been asserted or is reasonably expected to be asserted). (vif) Notwithstanding anything Each Guarantor agrees with each Foreign Facility Secured Party (and the respective successors, indorsees, transferees and assigns of each such Foreign Facility Secured Party) that if any Primary Obligation guaranteed by such Guarantor is or becomes unenforceable, invalid or illegal, such Guarantor will, as an independent and primary obligation, indemnify that Foreign Facility Secured Party and the respective successors, indorsees, transferees and assigns of such Foreign Facility Secured Party immediately on demand against any cost, loss or liability incurred as a result of a Foreign Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by such Guarantor under any Loan Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Article II if the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations amount claimed had been recoverable on the specific performance basis of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documentsguarantee.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Secured Parties and each of their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance in cash when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.02). (iiic) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 Article II or affecting the rights and remedies of the Purchasers any Secured Party hereunder. (ivd) The Each Guarantor agrees that if the maturity of the Borrower Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. Unless released pursuant to Section 9.14, the guarantee of each Guarantor contained in this Section 2 Article II shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in fullfull in cash, no Letter of Credit shall be outstanding and all of the Commitments are terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Borrower Obligations may be outstanding. (ve) No payment made by the Company, any of the GuarantorsGrantor, any other guarantor or any other Person or received or collected by the Purchasers any Secured Party from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary full in this Guaranteecash, with respect to any defaulted non-monetary Obligations the specific performance no Letter of which by the Guarantors is not reasonably possible (e.g. the issuance Credit shall be outstanding and all of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction DocumentsCommitments are terminated.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assignsassigns permitted hereunder, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.; (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder under this subsection 11.1 and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor is permitted under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iiic) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 11 or affecting the rights and remedies of the Purchasers Administrative Agent or any Lender hereunder. (ivd) The guarantee contained in this Section 2 11 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 11 shall have been satisfied by indefeasible payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (ve) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any Lender from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Subject to the provisions of Section 2(b), each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees, as primary obligor and not merely as surety, to the Purchasers and their respective successorsCollateral Agent, indorsees, transferees and assignsfor the ratable benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration required prepayment, acceleration, demand or otherwise) of the ObligationsObligations of anyone other than such Guarantor (including amounts that would become due but for operation of the automatic stay under 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)). (iib) Anything herein or in any other Transaction Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Credit Documents shall in no event exceed the amount which that can be guaranteed by such Guarantor under the Bankruptcy Code or any applicable federal and state laws, including laws relating to fraudulent conveyances, fraudulent transfers or the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iiic) Each Guarantor further agrees to pay any and all expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the Collateral Agent or any other Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantee. (d) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of the Purchasers Collateral Agent or any other Secured Party hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (ve) No payment or payments made by the Companyany Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Collateral Agent, the Administrative Agent or any other Secured Party from the Companyany Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder hereunder, which shall, notwithstanding any such payment (or payments, other than any payment payments made by such Guarantor in respect of the Obligations or any payment payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are indefeasibly paid in full, the Commitments thereunder are terminated and no Letters of Credit shall be outstanding or any such Letters of Credit shall have been cash collateralized in a manner reasonably acceptable to the Letter of Credit Issuer and the Collateral Agent. (vif) Notwithstanding anything Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the contrary Collateral Agent or any other Secured Party on account of its liability hereunder, it will notify the Collateral Agent in writing that such payment is made under this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable Guarantee for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documentspurpose.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, successors and permitted indorsees, transferees and assigns, the prompt and complete payment and performance by the Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsPrimary Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor). (iib) Anything herein or in any other Transaction Document If and to the contrary notwithstanding, extent required in order for the maximum liability Obligations of each any Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can to be guaranteed by such Guarantor enforceable under applicable federal federal, state and state laws, including other laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights maximum liability of creditors generally (such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws, after giving effect to the right any rights of contribution established in contribution, reimbursement and subrogation arising under Section 2(b))2.2. (iiic) Each Guarantor agrees that the Primary Obligations may at any time and from time to time exceed be incurred or permitted in an amount exceeding the amount of the maximum liability of such Guarantor hereunder under Section 2.1(b) without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers any Secured Party hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in fullfull of the Obligations, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Primary Obligations. (ve) No payment made by the CompanyBorrower, any other Loan Party with Primary Obligations, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers any Secured Party from the CompanyBorrower, any other Loan Party with Primary Obligations, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Primary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Primary Obligations or any payment received or collected from such Guarantor in respect of the Primary Obligations), remain liable for the Primary Obligations up to the maximum liability of such Guarantor hereunder until the Primary Obligations (other than Obligations in respect of any Swap Agreement) are indefeasibly paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated or have expired. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Lenders, the Issuing Lenders, the Administrative Agent and the other Indemnitees under the Credit Agreement and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b))3) without rendering such Guarantor insolvent under such laws. (iiic) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of the Purchasers Administrative Agent hereunder. (ivd) The guarantee contained in this Section 2 This Guarantee shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 Guarantee shall have been satisfied by indefeasible payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations. (ve) No payment made by the Company, any other Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent from the Company, any other Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Buyer and their respective its successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (iib) Anything herein Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the Buyer in enforcing, or obtaining advice of counsel in respect of, any other Transaction Document to rights with respect to, or collecting, any or all of the contrary notwithstandingObligations and/or enforcing any rights with respect to, or collecting against, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 Guaranty. This Guaranty shall remain in full force and effect until all the later of (i) the termination of the Repurchase Agreement or (ii) the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment are paid in full, notwithstanding that from time to time prior thereto Seller may be free from any Obligations. (vc) No payment or payments made by the CompanySeller, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Purchasers Buyer from the CompanySeller, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off set‑off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (or payments other than any payment payments made by such the Guarantor in respect of the Obligations or any payment payments received or collected from such the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in fullfull and the Repurchase Agreement is terminated, subject to the reinstatement provisions of Section 7 hereof. (vid) Notwithstanding anything Guarantor agrees that whenever, at any time, or from time to time, Guarantor shall make any payment to the contrary Buyer on account of Guarantor’s liability hereunder, Guarantor will notify the Buyer in writing that such payment is made under this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable Guaranty for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documentspurpose.

Guarantee. (ia) The Subject to the provisions of Section 2(b), each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees, as primary obligor and not merely as surety, to the Purchasers and their respective successorsCollateral Agent, indorsees, transferees and assignsfor the ratable benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration required prepayment, acceleration, demand or otherwise) of the ObligationsObligations of anyone other than such Guarantor (including amounts that would become due but for operation of the automatic stay under 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)). (iib) Anything herein or in any other Transaction Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Credit Documents shall in no event exceed the amount which that can be guaranteed by such Guarantor under the Bankruptcy Code or any applicable federal and state laws, including laws relating to fraudulent conveyances, fraudulent transfers or the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iiic) Each Guarantor further agrees to pay any and all expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the Collateral Agent or any other Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantee. (d) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of the Purchasers Collateral Agent or any other Secured Party hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (ve) No payment or payments made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Collateral Agent , the Administrative Agent or any other Secured Party from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder hereunder, which shall, notwithstanding any such payment (or payments, other than any payment payments made by such Guarantor in respect of the Obligations or any payment payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are indefeasibly paid in fullfull and the Commitments thereunder are terminated. (vif) Notwithstanding anything Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the contrary Collateral Agent or any other Secured Party on account of its li- ability hereunder, it will notify the Collateral Agent in writing that such payment is made under this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable Guarantee for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documentspurpose.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Lenders and their Affiliates and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsPrimary Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor). (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder (other than any Borrower with respect to its Primary Obligations) and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Primary Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Administrative Agent or any Lender hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Primary Obligations (other than contingent indemnity obligations not due and payable) and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Loan Parties may be free from any Primary Obligations. (ve) No payment made by the Companyany Borrower, any other Loan Party with Primary Obligations, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any Lender from the Companyany Borrower, any other Loan Party with Primary Obligations, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Primary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Primary Obligations or any payment received or collected from such Guarantor in respect of the Primary Obligations), remain liable for the Primary Obligations up to the maximum liability of such Guarantor hereunder until the Primary Obligations are indefeasibly paid in fullfull (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), no Letter of Credit shall be outstanding and the Commitments are terminated. (vif) Notwithstanding anything Each Guarantor hereby unconditionally guarantees to the contrary in this GuaranteeAdministrative Agent, for the ratable benefit of the Lenders (and their Affiliates) and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by Subsidiaries of such Guarantor of their Cash Management Obligations, including (for the avoidance of doubt) any obligations of such Subsidiaries to a Lender (or its Affiliate) under any Cash Pooling Agreement to which such Lender (or its Affiliate) is a party, and the obligations and liabilities of Subsidiaries of such Guarantor under the Lender Hedge Agreements (other than, with respect to any defaulted non-monetary Guarantor, any Excluded Swap Obligations of such Guarantor). For the specific performance avoidance of which doubt, the guarantee provided in this clause (f) is secured by the Guarantors is not reasonably possible (e.g. Collateral pursuant to the issuance of Collateral Agreement and, so long as the Company's Common Stock)applicable Cash Management Obligation was permitted to be entered into or designated as a Cash Management Obligation under the Credit Agreement at the time such obligation was entered into or so designated, the Guarantors guarantee provided in this clause (f) shall only continue to be liable for making secured by the Purchasers whole on Collateral pursuant to the Collateral Agreement even though a monetary basis for limitation under the Company's failure to perform Credit Agreement may be exceeded solely as a result of a change in the currency exchange rates from the currency exchange rates applicable at the time such Obligations in accordance with the Transaction DocumentsCash Management Obligation was entered into or designated.

Guarantee. (ia) The Subject to the provisions of Section 2(b), each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees, as primary obligor and not merely as surety, to the Purchasers and their respective successorsAdministrative Agent, indorsees, transferees and assignsfor the benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (iib) Anything herein or in any other Transaction Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Credit Documents and the Existing Notes Indentures shall in no event exceed (i) the amount which that can be guaranteed by such Guarantor under the Bankruptcy Code or any applicable federal and state laws, including laws relating to fraudulent conveyances, fraudulent transfers or the insolvency of debtorsdebtors or (ii) in the case of the Limited Guarantors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b))Maximum Cap. (iiic) Each Guarantor further agrees to pay any and all expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the Administrative Agent or the Collateral Agent or any other Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantee. (d) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of the Purchasers Administrative Agent or any other Secured Party hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (ve) No payment or payments made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any other Secured Party from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder hereunder, which shall, notwithstanding any such payment (or payments, other than any payment payments made by such Guarantor in respect of the Obligations or any payment payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the all Credit Agreement Obligations (other than any contingent indemnity obligations not then due) are indefeasibly paid in full, the Commitments are terminated and no Letters of Credit shall be outstanding or all Letters of Credit shall have been fully cash collateralized or otherwise back stopped to the reasonable satisfaction of the applicable Letter of Credit Issuers (the “Guarantee Termination Date”). (vif) Notwithstanding anything Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the contrary Administrative Agent or any other Secured Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable Guarantee for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documentspurpose.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers Secured Parties and their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Secured Parties hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Secured Parties from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. e.g., the issuance of the Company's ’s Common Stock), the Guarantors shall only be liable for making the Purchasers Secured Parties whole on a monetary basis for the Company's ’s failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers Subscribers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Subscribers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Subscribers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this GuaranteeAgreement, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers Subscribers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. The corporation or individual(s) who guarantee the obligations of CLAY under this Agreement by executing the signature lines designated for such purpose at the end of this Agreement (ithe "Guarantor(s)"), in consideration of FSWC’s entering into the Agreement, do(es) The Guarantors hereby, hereby personally guarantee(s) (jointly and severally, unconditionally if more than one) the performance by CLAY of the provisions of this Agreement (including without limitation the indemnification provisions of Section 10) and irrevocablyshall promptly pay any amount that is not paid by CLAY to FSWC under the Agreement. This is an absolute, unconditional and unlimited guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete of payment and performance when due (whether at the stated maturity, may be proceeded upon by acceleration FSWC or otherwisean FSWC Indemnified Person before filing any action against CLAY or after any action against CLAY has been commenced. Guarantor(s) grants to FSWC a first lien and security interest on any and all money and securities of the Obligations. (iia Guarantor(s) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may held at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 by FSWC. FSWC shall have been satisfied the unlimited right to set-off any amounts owed to it by indefeasible payment in full. (vGuarantor(s) No payment made by against any obligation of FSWC to Guarantor(s). FSWC also shall have the Companyabsolute and unlimited right to sell, transfer, or liquidate any of the Guarantorsassets in any of Guarantor(s)' accounts with FSWC for any amounts owed to it by CLAY or Guarantor(s). The obligations of the Guarantor(s) shall not be discharged or impaired or otherwise affected by the failure of FSWC or an FSWC Indemnified Person to assert, claim, demand or enforce any other guarantor remedy under this Agreement, nor by waiver, modification or amendment of this Agreement or any other Person compromise, settlement or received or collected by the Purchasers from the Companydischarge of obligations of CLAY under this Agreement, any of the Guarantors, any other guarantor or any other Person by virtue release or impairment of any action collateral by FSWC or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in fullan FSWC Indemnified Person. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, guarantee irrevocably guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and its Subsidiaries when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of the Guarantor is primary and not secondary. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each the Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such the Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iiic) Each The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such the Guarantor hereunder without impairing the guarantee contained in this Section 2 Article II or affecting the rights and remedies of the Purchasers Administrative Agent or any Secured Party hereunder. (ivd) The Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to the Guarantor. The guarantee contained in this Section 2 Article II shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full, and the Credit Agreement and the total Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (ve) No payment made by the Company, any of the GuarantorsBorrower, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any other Secured Party from the Company, any of the GuarantorsBorrower, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such the Guarantor in respect of the Obligations or any payment received or collected from such the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such the Guarantor hereunder until the Obligations are indefeasibly paid in full, and the Credit Agreement and the total Commitments are terminated. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (a) Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed be incurred or permitted in an amount exceeding the amount of the maximum liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers any Secured Party hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all payment in full of the Borrower Obligations and termination or expiration of the obligations Commitments (the “Discharge of each Guarantor under Obligations”), notwithstanding that from time to time during the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in fullterm of the Credit Agreement the Borrower may be free from any Borrower Obligations. (ve) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers any Secured Party from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in fullDischarge of Obligations. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Guarantors Each Grantor, including the Borrower, who has executed this Agreement as of the date hereof, together with each Subsidiary of any Grantor who accedes to this Agreement as a Grantor after the date hereof pursuant to, and to the extent required by, Section 6.11 of the Credit Agreement (each a “Guarantor” and, collectively, the “Guarantors”), hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the other Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. In furtherance of the foregoing, and without limiting the generality thereof, each Guarantor agrees as follows: (i) each Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Guarantor and shall not be contingent upon the Administrative Agent’s or any Secured Party’s exercise or enforcement of any remedy it or they may have against the Borrower, any Guarantor, any other Person, or all or any portion of the Collateral; and (ii) the Administrative Agent may enforce this guaranty subject to the terms hereof, notwithstanding the existence of any dispute between any of the Secured Parties and the Borrower or any Guarantor with respect to the existence of any Event of Default. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Administrative Agent or any other Secured Party hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Secured Obligations (other than indemnities and other contingent indemnification and reimbursement liabilities that survive repayment of the obligations of each Guarantor under the guarantee contained in this Section 2 Loans for which no claims have been asserted) shall have been satisfied by indefeasible payment in full, in cash, and all of the Commitments are terminated (the “Discharge of Obligations”), notwithstanding that from time to time during the term of the Credit Agreement the outstanding amount of the Secured Obligations may be zero. (ve) No payment made by the CompanyBorrower, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any other Secured Party from the CompanyBorrower, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in fullDischarge of Obligations. (vif) Notwithstanding anything Any term or provision of this Agreement or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Agreement or any other Loan Document, as it relates to such Guarantor, subject to avoidance under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and the Bankruptcy Code or any applicable provisions of comparable Requirements of Law) (collectively, “Fraudulent Transfer Laws”). Any analysis of the provisions of this Agreement for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in this GuaranteeSection 2.2, with respect and, for purposes of such analysis, give effect to any defaulted non-monetary Obligations the specific performance discharge of which by the Guarantors is not reasonably possible (e.g. the issuance intercompany debt as a result of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documentsany payment made under this Agreement.

Guarantee. (ia) The Guarantors hereby, jointly and severallyGuarantor absolutely, unconditionally and irrevocably, guarantee irrevocably guarantees to the Purchasers and their respective successors, indorsees, transferees and assigns, Bank the prompt and complete payment and performance by the Covered BSC Entities when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations; provided, however, that prior to making any demand for payment under this Guarantee, the Bank shall reasonably pursue its rights and remedies against any collateral security for the Obligations and shall apply any amount which it reasonably recovers from such collateral in payment of the Obligations. (iib) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 This Guarantee shall remain in full force and effect until all the Obligations and the obligations of each the Guarantor under the guarantee contained in this Section 2 hereunder shall have been satisfied by indefeasible payment in full. (vc) No payment made by the Company, any of the GuarantorsCovered BSC Entities, Guarantor, any other guarantor or any other Person person or received or collected by the Purchasers Bank from the Company, any of the GuarantorsCovered BSC Entities, Guarantor, any other guarantor or any other Person person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder hereunder, which shall, notwithstanding any such payment (other than any payment made by such Guarantor or any Covered BSC Entity in respect of the Obligations or any payment received or collected from such Guarantor or any Covered BSC Entity in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until all of the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees, as primary obligor and not merely as surety, to the Purchasers and their respective successorsAdministrative Agent, indorsees, transferees and assignsfor the benefit of the applicable Secured Parties, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of the ObligationsBorrower Obligations of the Borrower owed to the applicable Secured Parties. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which that can be guaranteed by such Guarantor under applicable law, including applicable federal and state laws, including laws relating to the insolvency of debtors; provided that, fraudulent conveyance to the maximum extent permitted under applicable law, it is the intent of the parties hereto that (x) the amount of liability of any of the Guarantors or transfer any guarantee in respect of Indebtedness represented by the Senior Notes or laws affecting Subordinated Indebtedness shall be reduced before the amount of the liability of the respective Guarantor is reduced hereunder and (y) the rights of creditors generally (after giving effect to contribution of each Guarantor provided in following Section 2.2 be included as an asset of the right respective Guarantor in determining the maximum liability of contribution established in Section 2(b))such Guarantor hereunder. (iiic) Each Guarantor agrees that the Borrower Obligations guaranteed by it hereunder may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Administrative Agent or any other Secured Party hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until the earlier to occur of (i) the first date on which all the Loans, all other Borrower Obligations then due and owing, and the obligations of each Guarantor under the guarantee contained in this Section 2 then due and owing shall have been satisfied by indefeasible payment in fullfull in cash, or (ii) as to any Guarantor, the sale or other disposition of all of the Capital Stock of such Guarantor (to a Person other than the Borrower or a Subsidiary of the Borrower) as permitted under the Credit Agreement. (ve) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any other Secured Party from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of any of the Borrower Obligations), remain liable for the Borrower Obligations of the Borrower guaranteed by it hereunder up to the maximum liability of such Guarantor hereunder until the earlier to occur of (i) the first date on which all the Loans, and all other Borrower Obligations then due and owing, are indefeasibly paid in full. full in cash or (viii) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance sale or other disposition of which by the Guarantors is not reasonably possible (e.g. the issuance all of the Company's Common Stock), Capital Stock of such Guarantor (to a Person other than the Guarantors shall only be liable for making Borrower or a Subsidiary of the Purchasers whole on a monetary basis for Borrower) as permitted under the Company's failure to perform such Obligations in accordance with the Transaction DocumentsCredit Agreement.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by (i) each Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations of such Borrower and (ii) each of the other Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of their Guarantor Obligations. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor in its capacity as a Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Obligations Borrower Obligations, either individually or collectively, may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers any Agent or any Lender hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and all of the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in fullfull (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted), no Letter of Credit Obligation shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Borrower Obligations. (ve) No payment made by the Companyany Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by any Agent or any Lender from any of the Purchasers from the CompanyBorrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Guarantor Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)payment, remain liable for the Borrower Obligations and the Guarantor Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations and the Guarantor Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) are indefeasibly paid in full, no Letter of Credit Obligation shall be outstanding and the Commitments are terminated. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. e.g., the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors herebyEach Guarantor absolutely, irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, unconditionally as a primary obligor and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assignsnot merely as a surety, the prompt due and complete punctual payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein . Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation. Each Guarantor waives (to the extent permitted by applicable law) presentment to, demand of payment from and protest to the Borrower or any other Transaction Document to the contrary notwithstandingLoan Party of any Obligation, the and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. The maximum liability of each Guarantor hereunder and under shall be limited to the other Transaction Documents shall in no event exceed the greatest amount which can may be guaranteed by such Guarantor and is enforceable under applicable federal federal, state and state laws, including other laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to any rights of contribution, reimbursement and subrogation arising under Section 2.05. Each Guarantor acknowledges and agrees that, to the extent not prohibited by applicable law, (i) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right under such laws to reduce, or request any judicial relief that has the effect of contribution established reducing, the amount of its liability under clause (a) of the first sentence of this Section 2.01, (ii) such Guarantor (as opposed to its creditors, representatives of creditors or bankruptcy trustee, including such Guarantor in its capacity as debtor in possession exercising any powers of a bankruptcy trustee) has no personal right to enforce the limitation set forth in clause (a) of the first sentence of this Section 2(b)). 2.01 or to reduce, or request judicial relief reducing, the amount of its liability under this Agreement and (iii) the limitation set forth in clause (a) of the first sentence of this Section 2.01 may be enforced only to the extent required under such laws in order for the obligations of such Guarantor under this Agreement to be enforceable under such laws and only by or for the benefit of a creditor, representative of creditors or bankruptcy trustee of such Guarantor or other Person entitled, under such laws, to enforce the provisions thereof. Each Guarantor agrees that the Obligations may at any time and from time to time exceed be incurred or permitted in an amount exceeding the amount of the maximum liability of such Guarantor hereunder under the preceding paragraph without impairing the guarantee contained in this Section 2 Article II or affecting the rights and remedies of the Purchasers any Secured Party hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers Lender and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Note and Security Agreement (collectively, the “Transaction Documents Documents”) shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Lender hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Lender from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers Lender whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Guarantors herebyEach Guarantor, jointly and severally, hereby unconditionally and irrevocably, guarantee irrevocably guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower as and when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (iib) This Guarantee shall remain in full force and effect until the Obligations are paid in full, no Letter of Credit shall be outstanding (unless such Letter of Credit is Cash Collateralized in accordance with Section 2.05(d) of the Credit Agreement) and the Commitments are terminated, notwithstanding that from time to time prior thereto the Borrower may be free from any Obligations. (c) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent and such Lender in writing that such payment is made under this Guarantee for such purpose. (d) Anything herein or in any other Transaction Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Credit Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (ve) No payment or payments made by the CompanyBorrower, any either of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any Lender from the CompanyBorrower, any either of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which who shall, notwithstanding any such payment or payments (other than any payment payments made by such Guarantor in respect of the Obligations or any payment payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations Obligations, up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. , no Letter of Credit shall be outstanding (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance unless such Letter of which by the Guarantors Credit is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations Cash Collateralized in accordance with Section 2.05(d) of the Transaction DocumentsCredit Agreement) and the Commitments are terminated.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees as a primary obligor and not merely as surety to the Purchasers Collateral Agent, for the benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Collateral Agent or any Secured Party hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full, no Existing Letter of Credit shall be outstanding and any Incremental Revolving Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations. (ve) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Collateral Agent or any Secured Party from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are indefeasibly paid in full, no Existing Letter of Credit shall be outstanding and any Incremental Revolving Commitments shall be terminated. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee Guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee Guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this GuaranteeAgreement, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers and their respective successorsAdministrative Agent, indorsees, transferees and assignsfor the ratable benefit of the Secured Parties, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers any Secured Party hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations. (ve) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers any Secured Party from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are indefeasibly paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Guarantors Each Grantor that has executed this Agreement as of the date hereof, together with each Subsidiary of any Grantor who accedes to this Agreement as a Grantor after the date hereof pursuant to Section 6.12 of the Credit Agreement (each a “Guarantor” and, collectively, the “Guarantors”), hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Guarantee & Collateral Agreement 5 Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the other Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. In furtherance of the foregoing, and without limiting the generality thereof, each Guarantor agrees as follows (provided that no Foreign Subsidiary and no Domestic Foreign Holding Subsidiary shall be required to be a Guarantor): (i) each Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Guarantor and shall not be contingent upon the Administrative Agent’s or any Secured Party’s exercise or enforcement of any remedy it or they may have against the Borrower, any other Guarantor, any other Person, or all or any portion of the Collateral; and (ii) the Administrative Agent may enforce this guaranty notwithstanding the existence of any dispute between any of the Secured Parties and the Borrower or any other Guarantor with respect to the existence of any Event of Default. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Administrative Agent or any other Secured Party hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Discharge of Obligations, notwithstanding that from time to time during the term of the Credit Agreement the outstanding amount of the Secured Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in fullmay be zero. (ve) No payment made by the CompanyBorrower, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any other Secured Party from the CompanyBorrower, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in fullDischarge of Obligations. (vif) Notwithstanding anything Any term or provision of this Agreement or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Agreement or any other Loan Document, as it relates to such Guarantor, subject to avoidance under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of Title 11 of the United States Code or any applicable provisions of comparable Requirements of Law) (collectively, “Fraudulent Transfer Laws”). Any analysis of the provisions of this Agreement for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in this GuaranteeSection 2.2, with respect and, for purposes of such analysis, give effect to any defaulted non-monetary Obligations discharge of intercompany debt as a result of any payment made under the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.Agreement. Guarantee & Collateral Agreement 6

Guarantee. (ia) The Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, guarantee irrevocably guarantees to the Purchasers Beneficiaries and their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance by Transferee when due (whether at the stated maturity, 71 by acceleration or otherwise) of, and the faithful performance of, and compliance with, all payment obligations of Transferee under the Refunding Agreement, the Second Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party and each other Operative Document to which Transferee is a party or by which either is bound (collectively, the "Relevant Documents"), strictly in accordance with the terms thereof and the timely performance of all other obligations of Transferee thereunder (such payment and other obligations, the "Obligations"), and Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) that may be paid or incurred by Beneficiaries in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the ObligationsObligations and/or enforcing any rights with respect to, or collecting against, Guarantor under this Guarantee. (ii) Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (vb) No payment or payments made by the CompanyTransferee, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Purchasers any Beneficiary from the CompanyTransferee, any of the GuarantorsGuarantor, any other guarantor or any other Person person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid and performed in full. (vic) Notwithstanding anything If for any reason any Obligation to be performed or observed by Transferee (whether affirmative or negative in character) shall not be observed or performed, or if any amount payable by Transferee referred to in Section 1(a) hereof shall not be paid promptly when due and payable, Guarantor shall promptly perform or observe or cause to be performed or observed each such Obligation or undertaking and shall forthwith pay such amount at the place and to the contrary in this Guaranteeperson or entity entitled thereto pursuant to the Relevant Documents regardless of whether or not Lessee, with respect Original Head Lessee, Owner Trustee, Pass Through Trustee, Subordination Agent, Indenture Trustee, or anyone on behalf of any of them shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to enforce any defaulted non-monetary Obligations rights against Transferee or any other person or entity to compel any such performance or to collect all or any part of such amount pursuant to the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance provisions of the Company's Common Stock)Relevant Documents or at law or in equity, the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documentsor otherwise, and regardless of any other condition or contingency.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, successors and permitted indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Administrative Agent or any Lender hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations (other than contingent indemnification and the obligations contingent expense reimbursement obligations, any Obligations in respect of each Guarantor under the guarantee contained in this Section 2 Secured Hedge Agreements and Cash Management Obligations) shall have been satisfied by indefeasible payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Borrower Obligations. (ve) No Except as provided in Section 8.15, no payment made by the Companyany Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any Lender from the Companyany Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or setoff, appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are indefeasibly paid in full, no Letter of Credit is outstanding and the Commitments are terminated. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ia) The Subject to the provisions of Section 2(b), each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees, as primary obligor and not merely as surety, to the Purchasers and their respective successorsAdministrative Agent, indorsees, transferees and assignsfor the ratable benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (iib) Anything herein or in any other Transaction Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Credit Documents shall in no event exceed the amount which that can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iiic) Each Guarantor further agrees to pay any and all expenses (including all fees and disbursements of counsel) that may be paid or incurred by the Administrative Agent or any other Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantee. (d) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of the Purchasers Administrative Agent or any other Secured Party hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (ve) No payment or payments made by the CompanyBorrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any other Secured Party from the CompanyBorrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder hereunder, which shall, notwithstanding any such payment (or payments other than any payment payments made by such Guarantor in respect of the Obligations or any payment payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents are indefeasibly paid in full, the Commitments are terminated and no Letters of Credit shall be outstanding. (vif) Notwithstanding anything Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the contrary Administrative Agent or any other Secured Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable Guarantee for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documentspurpose.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (iib) Anything herein or in any other Transaction Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Credit Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)2.2). (iiic) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers Administrative Agent or any Lender hereunder. (ivd) The guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Borrower Obligations. (ve) No payment made by the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any Lender from the CompanyBorrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are indefeasibly paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to Under the Purchasers and their respective successors, indorsees, transferees and assignsGuarantee, the prompt Guarantor has irrevocably and complete unconditionally guaranteed the due and punctual payment of all principal, premium and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ii) Anything herein or in interest and any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (iii) Each Guarantor agrees that the Obligations may at any time and sums from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder. (iv) The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full. (v) No payment made expressed to be payable by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor Issuer in respect of the Obligations Tier 1 BCNs, the delivery of Ordinary Shares upon the occurrence of a Contingency Event Conversion or a Viability Event Conversion and the performance by the Issuer of its other obligations under the Tier 1 BCNs. The obligations of the Guarantor under the Guarantee constitute direct and unsecured obligations of the Guarantor, subordinated as described therein. The form of the Guarantee is scheduled hereto as Schedule 3. Subject to applicable law and as provided for in Condition 7(a), no Holder may exercise, claim or plead any payment received right of set-off, compensation or collected from such Guarantor retention in respect of any amount owed to it by the Obligations)Issuer in respect of, remain liable or arising under or in connection with, the Tier 1 BCNs, and each Holder shall, by virtue of his holding of any Tier 1 BCN, be deemed to have waived all such rights of set-off, compensation or retention. Notwithstanding the preceding sentence, if any of the amounts owing to any Holder by the Issuer in respect of, or arising under or in connection with the Tier 1 BCNs is discharged by set-off, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Issuer (or, in the event of its liquidation, dissolution or winding-up, the liquidator of the Issuer) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Obligations up to Issuer (or the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance liquidator of the Company's Common Stock), the Guarantors Issuer) and accordingly any such discharge shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure deemed not to perform such Obligations in accordance with the Transaction Documentshave taken place.

Guarantee. (ia) The Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee guarantees to the Purchasers Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (iib) Anything herein or in any other Transaction Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally debtors (after giving effect to the right of contribution established in Section 2(b)3). (iiic) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 Guarantee or affecting the rights and remedies of the Purchasers Administrative Agent or any Lender hereunder. (ivd) The guarantee contained in this Section 2 This Guarantee shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 Guarantee shall have been satisfied by indefeasible payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations. (ve) No payment made by the Company, any other Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers Administrative Agent or any Lender from the Company, any other Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. (vi) Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.