Pledge Agreement



 Exhibit 10-EEE(2) 
  
 SUBSIDIARY GUARANTY 
  
 SUBSIDIARY GUARANTY, dated as of July 21, 2005 (as amended, modified or supplemented from time to time, “this Guaranty”),
made by (i) each of the undersigned (each, together with its successors and assigns, a “Guarantor” and collectively, the “Guarantors”), with (ii) NATIONAL CITY BANK OF THE MIDWEST, a national
banking association, as Administrative Agent (herein, together with its successors and assigns in such capacity, the “Administrative Agent”), for the benefit of the Creditors (as defined below): 
  
 PRELIMINARY STATEMENTS: 
  
 (1) Except as otherwise defined herein, terms used herein and defined in the
Credit Agreement (as defined below) shall be used herein as therein defined. Certain terms used herein are defined in section 1 hereof. 
  
 (2) This Guaranty is made pursuant to the Revolving Credit Agreement, dated as of the date hereof (herein, as amended or otherwise modified, restated or
replaced from time to time, the “Credit Agreement”), among MEMC Electronic Materials, Inc., a Delaware corporation (herein, together with its successors and assigns, the “Company” or the
“Borrower”), the financial institutions named as lenders therein (herein, together with any other person that becomes a “Lender” under the Credit Agreement and the respective successors and assigns of such lenders
and “Lenders”, the “Lenders”), National City Bank of the Midwest, as a Lender, the Swing Line Lender, the Issuing Bank, the Administrative Agent, the Collateral Agent, book running manager and Lead Arranger, and
U.S. Bank, National Association, as a Lender and the syndication agent. 
  
 (3) The Credit Agreement provides, among other things, for loans or advances or other extensions of credit to or for the benefit of the Borrower of up to $200,000,000, with such loans or advances being evidenced by the Notes. The Credit
Agreement also provides that one or more Issuing Banks may issue Letters of Credit for the benefit of the Borrower and/or any of its Subsidiaries, and that the Lenders will risk participate in such Letters of Credit. 
  
 (4) The Company or any of its Subsidiaries may from time to time be party to
one or more Designated Hedge Agreements (as defined in the Credit Agreement) and other Designated Hedge Documents (as defined herein). Any institution or other person that participates, and in each case their successors and assigns, as a
counterparty to the Company or any of its Subsidiaries pursuant to any Designated Hedge Document is referred to herein individually as a “Designated Hedge Creditor” and collectively as the “Designated Hedge
Creditors”. 
  
 (5) This Guaranty is made for the
benefit of the Administrative Agent, each Issuing Bank, the Lenders and the Designated Hedge Creditors (any or all of the foregoing, together with their respective successors and assigns, individually a “Creditor” and
collectively, the “Creditors”). 
  
 (6)
Each Guarantor is a direct or indirect Subsidiary of the Company. This Guaranty is one of the Credit Documents referred to in the Credit Agreement. 
  
 (7) It is a condition to the making of Loans and the issuance of, and participation in, Letters of Credit, under the Credit Agreement that each Guarantor
shall have executed and delivered this Guaranty. 
  
 (8) Each
Guarantor will obtain benefits from the incurrence of the Credit Document Obligations and the Designated Hedge Document Obligations (as such terms are hereafter defined) and, accordingly, desires to execute this Guaranty in order to satisfy the
condition described in the preceding paragraph and to induce the Creditors to extend the Credit Document Obligations and the Designated Hedge Document Obligations. 
  
 NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to each Guarantor, the receipt and
sufficiency of which are hereby acknowledged, each Guarantor hereby makes the following representations and warranties to the Administrative Agent and the other Creditors and hereby covenants and agrees with the Administrative Agent and each other
Creditor as follows: 








	1.	Certain Definitions. As used in this Guaranty, the following terms shall have the meanings herein specified unless the context otherwise requires:


  
 “Administrative Agent”
shall have the meaning provided in the first paragraph of this Guaranty. 
  
 “Class” shall have the meaning provided in section 16. 
  
 “Borrower” shall have the meaning provided in the Preliminary Statements of this Guaranty. 
  
 “Company” shall have the meaning provided in the
Preliminary Statements of this Guaranty. 
  
 “Credit Agreement” shall have the meaning provided in the Preliminary Statements of this Guaranty. 
  
 “Credit Document Obligations” shall mean and include: 
  

	 	(i)	the principal of and interest on the Notes issued by, and the Loans made to, the Borrower under the Credit Agreement, 

  

	 	(ii)	all reimbursement obligations and Unpaid Drawings with respect to Letters of Credit issued under the Credit Agreement, and 

  

	 	(iii)	all other obligations and liabilities owing by the Borrower and the other Credit Parties to the Administrative Agent, any Issuing Bank or any of the Lenders under the Credit
Agreement and the other Credit Documents to which the Borrower or any other Credit Party is now or may hereafter become a party (including, without limitation, indemnities, Fees and other amounts payable thereunder), whether primary, secondary,
direct, contingent, fixed or otherwise, 

  
 in all cases whether now
existing, or hereafter incurred or arising, including any such interest or other amounts incurred or arising during the pendency of any bankruptcy, insolvency, reorganization, receivership or similar proceeding, regardless of whether allowed or
allowable in such proceeding or subject to an automatic stay under section 362(a) of the Bankruptcy Code. 
  
 “Creditors” shall have the meaning provided in the Preliminary Statements of this Guaranty. 
  
 “Designated Hedge Creditors” shall have the meaning
provided in the Preliminary Statements of this Guaranty. 
  
 “Designated Hedge Document” shall mean and include (i) each Designated Hedge Agreement to which the Company or any of its Subsidiaries is now or may hereafter become a party, and (ii) each confirmation, transaction
statement or other document executed and delivered in connection therewith to which the Company or any of its Subsidiaries is now or may hereafter become a party. 
  
 “Designated Hedge Document Obligations” shall mean and include all obligations and liabilities owing
by the Company or any of its Subsidiaries under all existing and future Designated Hedge Documents, in all cases whether now existing, or hereafter incurred or arising, including any such amounts incurred or arising during the pendency of any
bankruptcy, insolvency, reorganization, receivership or similar proceeding, regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under section 362(a) of the Bankruptcy Code. 
  
 “Guarantor” shall have the meaning provided in the
first paragraph of this Guaranty. 
  
 “Guaranteed
Documents” shall mean and include (i) the Credit Agreement, the Notes and the other Credit Documents to which the Borrower or any of its Subsidiaries is now or may hereafter become a party, and (ii) each 








 
Designated Hedge Agreement and other Designated Hedge Document to which the Company or any of its Subsidiaries is now or may hereafter become a party.

  
 “Guaranteed Obligations” shall mean
and include the Credit Document Obligations and the Designated Hedge Document Obligations. 
  
 “Guaranty” shall mean this Subsidiary Guaranty as the same may be modified, supplemented or amended from time to time in accordance with it terms. 
  
 “Lenders” shall have the meaning provided in the
Preliminary Statements of this Guaranty. 
  
 “Original Currency” shall have the meaning provided in section 27. 
  
 “Other Currency” shall have the meaning provided in section 27. 
  
 “Requisite Creditors” shall have the meaning provided in section 16. 
  
 “Subordinated Obligations” shall have the meaning
provided in section 3(a). 
  
 “Taxes”
shall have the meaning provided in section 26(a). 
  

	2.	Guaranty by the Guarantors, etc. (a) Each Guarantor, jointly and severally, irrevocably and unconditionally guarantees: 

  

	 	(i)	to the Administrative Agent, each Issuing Bank and the Lenders the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the
Credit Document Obligations of (1) the Borrower, and (2) each of the Subsidiaries of the Borrower which is a Credit Party; and 

  

	 	(ii)	to each Designated Hedge Creditor the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the Designated Hedge Document
Obligations of (1) the Company, and (2) each of the Subsidiaries of the Company. 

  
 Such guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Borrower or any other
Subsidiary of the Borrower, or any other action, occurrence or circumstance whatsoever. If an Event of Default shall occur and be continuing under the Credit Agreement or any payment default by the Company or any of its Subsidiaries shall occur and
be outstanding under any Designated Hedge Document beyond any applicable notice or grace period, each Guarantor will, within two Business Days following its receipt of written notice from the Administrative Agent demanding payment hereunder, pay to
the Administrative Agent, for the benefit of the Creditors, in immediately available funds, at the Payment Office of the Administrative Agent, such amount of the Guaranteed Obligations as the Administrative Agent shall specify in such notice, on the
same terms as applicable to the Guaranteed Obligations. 
  

	 	(b)	 In addition to the foregoing, each Guarantor also, jointly and severally, irrevocably and unconditionally guarantees that each of the terms, conditions, covenants
and agreements of the Borrower under the Credit Agreement, and of the Borrower and its Subsidiaries under the other Guaranteed Documents, will be duly and punctually performed and observed strictly in accordance with the terms thereof and that if
for any reason whatsoever the Borrower or its Subsidiaries shall fail to do so, such Guarantor shall duly and punctually perform and observe, or cause the Borrower or such other Subsidiary, as applicable, to duly and punctually perform and observe,
the same. Such guaranty is an absolute, unconditional, present and continuing guaranty of performance and is in no way conditioned or contingent upon any attempt to enforce 











	 	 
performance by the Company or any other Subsidiary of the Company, or any other act, occurrence or circumstance whatsoever. 


  

	 	(c)	In addition to the foregoing, each Guarantor, jointly and severally, unconditionally and irrevocably, guarantees to the Creditors the payment of any and all Guaranteed Obligations
of the Borrower and each of their Subsidiaries, whether or not due or payable by the obligor thereon, upon the occurrence in respect of the Borrower or other applicable obligor of any bankruptcy or insolvency proceeding or case under the Bankruptcy
Code, and unconditionally and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the Administrative Agent, for the benefit of the Creditors, on demand, in such currency and otherwise in such manner as is provided in
the Guaranteed Documents governing such Guaranteed Obligations. 

  

	 	(d)	As a separate, additional and continuing obligation, each Guarantor unconditionally and irrevocably undertakes and agrees, for the benefit of the Creditors, that, should any amounts
constituting Guaranteed Obligations not be recoverable from the Borrower or any applicable Subsidiary for any reason whatsoever (including, without limitation, by reason of any provision of any Guaranteed Document or any other agreement or
instrument executed in connection therewith being or becoming, at any time, voidable, void, unenforceable, or otherwise invalid under any applicable law), then notwithstanding any notice or knowledge thereof by the Administrative Agent, any other
Creditor, any of their respective Affiliates, or any other person, each Guarantor, jointly and severally, as sole, original and independent obligor, upon demand by the Administrative Agent, will make payment to the Administrative Agent, for the
account of the Creditors, of all such obligations not so recoverable by way of full indemnity, in such currency and otherwise in such manner as is provided in the Guaranteed Documents. 

  

	 	(e)	Each Guarantor understands, agrees and confirms that the Administrative Agent and the other Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations
against any Guarantor without proceeding against any other Guarantor, the Borrower or any other person, or against any security or other collateral. 

  

	 	(f)	All payments by each Guarantor under this Guaranty shall be made to the Administrative Agent, for the benefit of the Creditors, in such currency and otherwise in such manner as is
provided in the Guaranteed Documents to which such payments relate. 

  

	3.	Subordination. (a) Any Indebtedness or other obligations or liabilities of the Borrower now or hereafter held by any Guarantor (collectively, “Subordinated
Obligations”) is hereby subordinated to the Indebtedness of the Borrower to any Creditor; and such Subordinated Obligations of the Borrower to any Guarantor, if the Administrative Agent, after an Event of Default has occurred so
requests, shall be collected, enforced and received by such Guarantor as trustee for the Administrative Agent and the other Creditors and be paid over to the Administrative Agent, for the benefit of the Creditors, on account of the Indebtedness of
the Borrower to the Administrative Agent and the other Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this Guaranty. 

  

	 	(b)	If and to the extent that any Guarantor makes any payment to the Administrative Agent or any other Creditor or to any other person pursuant to or in respect of this Guaranty, any
reimbursement or similar claim which such Guarantor may have against the Borrower by reason thereof shall be subject and subordinate to the prior termination of the Total Commitment termination or expiration of all Letters of Credit and indefeasible
payment in full of all Guaranteed Obligations owed to the Administrative Agent and the other Creditors. 

  

	4.	 Guarantors’ Obligations Absolute, etc. The obligations of each Guarantor under this Guaranty shall be absolute and unconditional, shall not be
subject to any counterclaim, setoff, deduction or defense based on any claim such Guarantor may have against the Borrower or any other person, including, without limitation, the Administrative Agent, any other Creditor, any of their respective
Affiliates, or any other Guarantor, and shall remain in full force and effect without regard to, and shall not be released, suspended, abated, deferred, reduced, limited, discharged, terminated or otherwise impaired or adversely affected by 











	 	 
any circumstance or occurrence whatsoever, other than indefeasible payment in full of, and complete performance of, all of the Guaranteed Obligations, the
termination of the Total Commitment and the termination or expiration of all Letters of Credit, including, without limitation: 


  

	 	(1)	any increase in the amount of the Guaranteed Obligations outstanding from time to time, including, without limitation, any increase in the aggregate outstanding amount of the Loans
and Letters of Credit above any specific maximum amount referred to herein or in the Credit Agreement as in effect on the date hereof, and any increase in any interest rate, Fee or other amount applicable to any portion of the Guaranteed Obligations
or otherwise payable under any Guaranteed Document; 

  

	 	(2)	any direction as to the application of any payment by the Borrower or by any other person; 

  

	 	(3)	any incurrence of additional Guaranteed Obligations at any time or under any circumstances, including, without limitation, (x) during the continuance of a Default or Event of
Default, (y) at any time when all conditions to such incurrence have not been satisfied, or (z) in excess of any borrowing base (if applicable), sublimit or other similar or dissimilar limitations contained in the Credit Agreement or any of the
other Guaranteed Documents; 

  

	 	(4)	any renewal or extension of the time for payment or maturity of any of the Guaranteed Obligations, or any amendment or modification of, or addition or supplement to, or deletion
from, the Credit Agreement, any other Guaranteed Document, or any other instrument or agreement applicable to the Borrower or any other person, or any part thereof, or any assignment, transfer or other disposition of any thereof;


  

	 	(5)	any failure of the Credit Agreement, any other Guaranteed Document, or any other instrument or agreement applicable to the Borrower or any other person, to constitute the legal,
valid and binding agreement or obligation of any party thereto, enforceable in accordance with its terms, or any irregularity in the form of any Guaranteed Document; 

  

	 	(6)	any failure on the part of the Borrower or any other person to perform or comply with any term or provision of the Credit Agreement, any other Guaranteed Document, or any such other
instrument or agreement; 

  

	 	(7)	any waiver, consent, extension, indulgence or other action or inaction (including, without limitation, any lack of diligence, any failure to mitigate damages or marshall assets, or
any election of remedies) under or in respect of (x) the Credit Agreement, any other Guaranteed Document, or any such other instrument or agreement, or (y) any obligation or liability of the Borrower or any of its Subsidiaries;


  

	 	(8)	 any exercise or non-exercise of any right, power or remedy under or in respect of the Credit Agreement, any other Guaranteed Document, or any such other instrument
or agreement, or any such obligation or liability, including, without limitation, (x) any failure of the Administrative Agent or any other Creditor to give notice of any Default or Event of Default under any Guaranteed Document, or to advance funds
for the protection or preservation of, or provision of insurance for, or payment of taxes on, any property which is collateral security for any of the Guaranteed Obligations, and (y) any act or failure to act on the part of the Administrative Agent
or any other Creditor, in any manner referred to in this Guaranty, or otherwise, which may deprive such Guarantor of its right to 











	 	 
(A) subrogation against the Borrower to recover full reimbursement or indemnity for any payments made pursuant to this Guaranty, or (B) contribution from any
other Guarantor for any such payments made by it, or which otherwise may adversely affect the amount recoverable upon the exercise of any such right of subrogation or contribution; 


  

	 	(9)	any application of any amounts by whomsoever paid or howsoever realized to the Guaranteed Obligations or any other liabilities owed to the Administrative Agent or any other
Creditor, regardless of the order or priority of any such application, and regardless of what liabilities of the Borrower or any other person remain unpaid; 

  

	 	(10)	any settlement or compromise of any of the Guaranteed Obligations, any security therefor or guaranty thereof; 

  

	 	(11)	any payment made to the Administrative Agent or any other Creditor on the Guaranteed Obligations which the Administrative Agent or any other Creditor repays, returns or otherwise
restores to the Borrower or any other applicable obligor pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding; 

  

	 	(12)	any subordination of any of the claims of the Administrative Agent or any other Creditor to any claims of any creditors of the Borrower or any other person, or any subordination of
any liens or security interests in favor of the Administrative Agent or any other Creditor to any liens or security interests of any other person; 

  

	 	(13)	any sale, exchange, release, surrender or foreclosure of, or any realization upon, or other dealing with, in any manner and in any order, any property, rights or interests by
whomsoever at any time granted, assigned, pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations, or any other liabilities or obligations (including any of those hereunder), or any portion of any thereof;


  

	 	(14)	the existence of any right of setoff, offset or banker’s lien, or any failure to exercise rights in respect thereof, or any release thereof; 

  

	 	(15)	any furnishing of any new or additional security or any new or additional guaranty to or for the benefit of any Creditor, or any acceptance thereof, including, without limitation,
any addition of any Guarantor to this Guaranty; 

  

	 	(16)	any release of any security or any guaranty by or at the direction of the Administrative Agent or any other Creditor, or any release or discharge of, or limitation of recourse
against, any person furnishing any security or guaranty, including, without limitation, any release or discharge of any Guarantor from this Guaranty; 

  

	 	(17)	any limitation on any person’s liability or obligation under the Credit Agreement, any other Guaranteed Document, or any such other instrument or agreement, or any such
obligation or liability, or any termination, cancellation, avoidance, commercial or other frustration, impracticability, invalidity, unenforceability or ineffectiveness, in whole or in part, of the Credit Agreement, any other Guaranteed Document, or
any such other instrument or agreement or any such obligation or liability or any term or provision of any thereof; 









	 	(18)	any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition, arrangement or other similar proceeding relating to the Borrower or to any of its
properties or assets, or any such proceeding by, among or on behalf of any of its creditors, as such, or any proceeding for the voluntary liquidation or dissolution or other winding up of the Borrower, whether or not insolvency or bankruptcy
proceedings, or any assignment for the benefit of its creditors, or any other marshaling of its assets, or any action taken by any trustee or receiver or by any court in any such proceeding; 

  

	 	(19)	any disallowance or limitation of any claim of the Administrative Agent, any other Creditor, or any other person, in any such proceeding; 

  

	 	(20)	any change in the ownership of all or any part of the capital stock of, or other equity interests in, the Borrower or any of its Subsidiaries, or any merger or consolidation
involving the Borrower or any of its Subsidiaries, or any purchase, acquisition, sale, lease or disposition by the Borrower or any of its Subsidiaries of any assets or properties; 

  

	 	(21)	any breach by the Borrower or any of its Subsidiaries of any of its representations or warranties contained in any of the Guaranteed Documents or any other certificate or document
executed and delivered in connection therewith; 

  

	 	(22)	any inability of the Borrower to create or incur any Subordinated Indebtedness or other Indebtedness, or the existence of any contractual or other restriction upon the ability of
the Borrower to issue and sell shares of its capital stock, to purchase, sell, lease or otherwise dispose of assets, to incur Subordinated Indebtedness or other Indebtedness, or to otherwise conduct its business affairs; 

  

	 	(23)	any assignment, transfer or other disposition, in whole or in part, by the Borrower or any other person of its interest in any of the property, rights or interests constituting
security for all or any portion of the Guaranteed Obligations or any other Indebtedness, liabilities or obligations; 

  

	 	(24)	any failure of any of the Credit Documents, or any other agreement or instrument securing all or any portion of the Guaranteed Obligations, to effectively subject any property,
rights or interests to any liens or security interests purported to be granted or created thereby, or any failure of any such liens or security interests to be or become perfected or to establish or maintain the priority over other liens and
security interests contemplated thereby; 

  

	 	(25)	any condemnation or taking of, or any encumbrance on or interference with any use of, or any damage to, or any destruction of, any such property, or any part thereof or interest
therein; 

  

	 	(26)	any lack of notice to, or knowledge by, any Guarantor of any of the matters referred to above; and/or 

  

	 	(27)	any other circumstance or occurrence, whether similar or dissimilar to any of the foregoing, which could or might constitute a defense available to, or a discharge of the
obligations of, a guarantor or other surety. 

  

	5.	 Waivers. Each Guarantor unconditionally waives, to the maximum extent permitted under any applicable law now or hereafter in effect, insofar as its
obligations under this Guaranty are concerned, (i) notice of any of the matters referred to in section 4, (ii) all notices required by statute, rule of law or 











	 	 
otherwise to preserve any rights against such Guarantor hereunder, including, without limitation, any demand, presentment, proof or notice of dishonor or
non-payment of any Guaranteed Obligation, notice of acceptance of this Guaranty, notice of the incurrence of any Guaranteed Obligation, notice of any failure on the part of the Borrower, any of its Subsidiaries or Affiliates, or any other person, to
perform or comply with any term or provision of the Credit Agreement, any other Guaranteed Document or any other agreement or instrument to which the Borrower or any other person is a party, or notice of the commencement of any proceeding against
any other person or any of its property or assets, (iii) any right to the enforcement, assertion or exercise against the Borrower or against any other person or any collateral of any right, power or remedy under or in respect of the Credit
Agreement, the other Guaranteed Documents or any other agreement or instrument, and (iv) any requirement that such Guarantor be joined as a party to any proceedings against the Borrower or any other person for the enforcement of any term or
provision of the Credit Agreement, the other Guaranteed Documents, this Guaranty or any other agreement or instrument. 


  

	6.	Subrogation Rights. Until such time as the Guaranteed Obligations have been paid in full in cash and otherwise fully performed, the Total Commitment under the Credit
Agreement has been terminated and all Letters of Credit have been terminated or have expired, each Guarantor hereby irrevocably waives all rights of subrogation which it may at any time otherwise have as a result of this Guaranty (whether
contractual, under section 509 of the Bankruptcy Code, or otherwise) to the claims of the Administrative Agent and/or the other Creditors against the Borrower, any other Guarantor or any other guarantor of or surety for the Guaranteed Obligations
and all contractual, statutory or common law rights of reimbursement, contribution or indemnity from the Borrower or any other Guarantor which it may at any time otherwise have as a result of this Guaranty. 

  

	7.	Separate Actions. A separate action or actions may be brought and prosecuted against any Guarantor whether or not action is brought against any other Guarantor, any
other guarantor or the Borrower, and whether or not any other Guarantor, any other guarantor or the Borrower be joined in any such action or actions. 

  

	8.	Guarantors Familiar with Borrower’s Affairs, etc. Each Guarantor confirms that an executed (or conformed) copy of each of the Credit Documents has been made
available to its principal executive officers, that such officers are familiar with the contents thereof and of this Guaranty, and that it has executed and delivered this Guaranty after reviewing the terms and conditions of the Credit Agreement, the
other Credit Documents and this Guaranty and such other information as it has deemed appropriate in order to make its own credit analysis and decision to execute and deliver this Guaranty. Each Guarantor confirms that it has made its own independent
investigation with respect to the creditworthiness of the Borrower and its Subsidiaries and is not executing and delivering this Guaranty in reliance on any representation or warranty by the Administrative Agent or any other Creditor or any other
person acting on behalf of the Administrative Agent or any other Creditor as to such creditworthiness. Each Guarantor expressly assumes all responsibilities to remain informed of the financial condition of the Borrower and its Subsidiaries and any
circumstances affecting (i) the Borrower’s or any Subsidiary’s ability to perform its obligations under the Credit Agreement and the other Guaranteed Documents to which it is a party, or (ii) any collateral securing, or any other guaranty
for, all or any part of the Borrower’s or such other Subsidiary’s payment and performance obligations thereunder; and each Guarantor further agrees that the Administrative Agent and the other Creditors shall have no duty to advise any
Guarantor of information known to them regarding such circumstances or the risks such Guarantor undertakes in this Guaranty. 

  

	9.	Covenant Not to Cause Events of Default under Credit Agreement, etc. Each Guarantor covenants and agrees that on and after the date hereof and until this Guaranty is
terminated in accordance with section 28 hereof, such Guarantor shall take, or will refrain from taking, as the case may be, all actions that are necessary to be taken or not taken so that no violation of any provision, covenant or agreement
contained in section 8 or 9 of the Credit Agreement, and so that no Event of Default, is caused by the actions of such Guarantor or any of its Subsidiaries. 









	10.	Representations and Warranties. Each Guarantor represents and warrants to the Administrative Agent and each of the other Creditors that: 

  

	 	(a)	it is a duly organized or formed and validly existing corporation, partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction
of its formation and has the corporate, partnership or limited liability company power and authority, as applicable, to own its property and assets and to transact the business in which it is engaged and presently proposes to engage;


  

	 	(b)	it has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Credit Documents to which it is party and has
taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Credit Documents to which it is party; 

  

	 	(c)	it has duly executed and delivered each Credit Document to which it is party and each Credit Document to which it is party constitutes the legal, valid and binding agreement or
obligation of such Guarantor enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting
creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); 

  

	 	(d)	neither the execution, delivery and performance by such Guarantor of the Credit Documents to which it is party nor compliance with the terms and provisions thereof (i) will
contravene any provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality applicable to such Guarantor or its properties and assets, (ii) will conflict with or result in any breach
of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (other than any Lien created pursuant to the Credit Documents)
upon any of the material property or assets of such Guarantor pursuant to the terms of any promissory note, bond, debenture, indenture, mortgage, deed of trust, credit or loan agreement, or any other material agreement or other instrument, to which
such Guarantor is a party or by which it or any of its property or assets are bound or to which it may be subject, or (iii) will violate any provision of the certificate or articles of incorporation, code of regulations or by-laws, or other charter
or organizational documents of such Guarantor; 

  

	 	(e)	no order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any foreign or domestic governmental or public
body or authority, or any subdivision thereof, is required to authorize or is required as a condition to (i) the execution, delivery and performance by such Guarantor of any Credit Document to which it is a party, or (ii) the legality, validity,
binding effect or enforceability of any Credit Document to which such Guarantor is a party, other than filings and recordings necessary to establish or perfect any security interests or other Liens created pursuant to the Credit Documents;


  

	 	(f)	there are no actions, suits or proceedings pending or, to, the knowledge of such Guarantor, threatened with respect to such Guarantor which question the validity or enforceability
of any of the Credit Documents to which such Guarantor is a party, or of any action to be taken by such Guarantor pursuant to any of the Credit Documents to which it is a party; and 









	 	(g)	as of the date such Guarantor has become a party to this Guaranty, (i) such Guarantor has received consideration which is the reasonable equivalent value of the obligations and
liabilities that such Guarantor has incurred to the Administrative Agent and the other Creditors under this Guaranty and the other Credit Documents to which such Guarantor is a party; (ii) such Guarantor, when taken together with all other Credit
Parties, has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage and is solvent and able to pay its debts as they mature; (iii) such Guarantor, when taken together with all
other Credit Parties, owns property having a value, both at fair valuation and at present fair salable value, greater than the amount required to pay its debts; and (iv) such Guarantor is not entering into the Credit Documents to which it is a party
with the intent to hinder, delay or defraud its creditors. 

  

	11.	Continuing Guaranty; Remedies Cumulative, etc. This Guaranty is a continuing guaranty, all liabilities to which it applies or may apply under the terms hereof shall be
conclusively presumed to have been created in reliance hereon, and this Guaranty shall remain in full force and effect until terminated as provided in section 28 hereof. No failure or delay on the part of the Administrative Agent or any other
Creditor in exercising any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of
any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any other Creditor would otherwise have. No notice to or demand on
any Guarantor in any case shall entitle such Guarantor to any other further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or any other Creditor to any other or further action in
any circumstances without notice or demand. It is not necessary for the Administrative Agent or any other Creditor to inquire into the capacity or powers of the Borrower or any of its Subsidiaries or the officers, directors, partners or agents
acting or purporting to act on its behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder. 

  

	12.	Application of Payments and Recoveries. All amounts received by the Administrative Agent pursuant to, or in connection with the enforcement of, this Guaranty, together
with all amounts and other rights and benefits realized by any Creditor (or to which any Creditor may be entitled) by virtue of this Guaranty, shall be applied as provided in section 10.3 of the Credit Agreement. 

  

	13.	Enforcement Expenses. The Guarantors hereby jointly and severally agree to pay, to the extent not paid pursuant to section 12.1 of the Credit Agreement, all
out-of-pocket costs and expenses of the Administrative Agent and each other Creditor in connection with the enforcement of this Guaranty and any amendment, waiver or consent relating hereto (including, without limitation, the reasonable fees and
disbursements of counsel employed by the Administrative Agent or any of the other Creditors). 

  

	14.	Successors and Assigns. This Guaranty shall be binding upon each Guarantor and its successors and assigns, and shall inure to the benefit of the Administrative Agent
and the other Creditors and their successors and assigns. 

  

	15.	Entire Agreement. This Guaranty and the other Guaranteed Documents represent the final agreement among the parties and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements among the parties. There are no unwritten oral agreements among the parties. 

  

	16.	 Amendments and Waivers. Neither this Guaranty nor any provision hereof may be changed, waived, modified or varied in any manner whatsoever unless in
writing duly signed by (i) the Administrative Agent, acting with the written consent of the Required Lenders (or to the extent required by 











	 	 
section 12.12 of the Credit Agreement, with the written consent of all of the Lenders, or all of the Lenders (other than any Defaulting Lender), as
applicable); and (ii) each Guarantor affected thereby (it being understood that the addition or release of any Guarantor hereunder shall not constitute a change, waiver, modification or variance affecting any Guarantor other than the Guarantor so
added or released), provided, however, that 


  

	 	(a)	no such change, waiver, modification or variance shall be made to section 12, section 28 or this section 16 which adversely affects any Creditor without the written consent of such
Creditor; 

  

	 	(b)	any change, waiver, modification or variance which adversely affects the rights and benefits of a single Class of Creditors (and not all Creditors in a like or similar manner) shall
require the written consent of the Requisite Creditors of such Class of Creditors; and 

  

	 	(c)	any change, waiver, modification or variance which adversely affects the rights and benefits of less than all of the members of a single Class of Creditors (and not all Creditors,
nor all Creditors of the same Class, in a like or similar manner) shall require the written consent of each of such members which is adversely affected thereby. 

  
 For the purpose of this Guaranty, the term “Class” shall mean each class of Creditors, i.e., whether
(x) the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders as holders of the Credit Document Obligations or (y) the Designated Hedge Creditors as holders of the Designated Hedge Obligations. For the purpose of this
Guaranty, the term “Requisite Creditors” of any Class shall mean (x) with respect to the Credit Document Obligations, the Required Lenders and (y) with respect to the Designated Hedge Obligations, the holders of at least 51%
of all Designated Hedge Obligations outstanding from time to time under the Designated Hedge Documents. 
  

	17.	Headings Descriptive. The headings of the several sections of this Guaranty are inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Guaranty. 

  

	18.	Severability. Any provision of this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


  

	19.	Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and
during the continuance of an Event of Default (such term to mean any “Event of Default” as defined in the Credit Agreement or any payment default under any Designated Hedge Document by the Company or any of its Subsidiaries after any
applicable grace period), each Creditor is hereby authorized at any time or from time to time, without notice to any Guarantor or to any other person, any such notice being expressly waived, to set off and to appropriate and apply any and all
deposits (general or special) and any other indebtedness at any time held or owing by such Creditor to or for the credit or the account of such Guarantor, against and on account of the obligations and liabilities of such Guarantor to such Creditor
under this Guaranty, irrespective of whether or not the Administrative Agent or such Creditor shall have made any demand hereunder and although said obligations, liabilities, deposits or claims, or any of them, shall be contingent or unmatured. Each
Creditor agrees to promptly notify the relevant Guarantor after any such set off and application, provided, however, that the failure to give such notice shall not affect the validity of such set off and application.


  

	20.	 Notices. Notices; Effectiveness; Electronic Communication. (a) Except as otherwise expressly provided herein, all notices and other
communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, (i) if to the Company, at its address specified in or
pursuant to the Credit Agreement, (ii) if to 











	 	 
any Guarantor, to it c/o the Company at its address specified in or pursuant to the Credit Agreement, (iii) if to the Administrative Agent, to it at the
Notice Office of the Administrative Agent, (iv) if to any Lender, at its address specified in or pursuant to the Credit Agreement, and (v) if to any Designated Hedge Creditor, at such address as such Designated Hedge Creditor shall have specified in
writing to each Guarantor and the Administrative Agent. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to
have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic
communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b). 


  

	 	(a)	Electronic Communications. Notices and other communications to the Creditors and the Administrative Agent hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent. The Administrative Agent, the Company and each Guarantor may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. 

  
 Unless the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet web site shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is available and identifying the web site address therefor. 
  

	 	(b)	Change of Address, etc. Any party hereto may change its address or telecopier number for notices and other communications hereunder by notice to the other parties hereto.


  

	21.	Reinstatement. If claim is ever made upon the Administrative Agent or any other Creditor for rescission, repayment, recovery or restoration of any amount or amounts
received by the Administrative Agent or any other Creditor in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (x) any judgment, decree or order of any court or
administrative body having jurisdiction over such payee or any of its property, or (y) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event (i)
any such judgment, decree, order, settlement or compromise shall be binding upon each Guarantor, notwithstanding any revocation hereof or other instrument evidencing any liability of the Borrower, (ii) each Guarantor shall be and remain liable to
the aforesaid payees hereunder for the amount so repaid or otherwise recovered or restored to the same extent as if such amount had never originally been received by any such payee, and (iii) this Guaranty shall continue to be effective or be
reinstated, as the case may be, all as if such repayment or other recovery had not occurred. 

  

	22.	 Governing Law; Venue. (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE ADMINISTRATIVE AGENT, THE OTHER CREDITORS AND OF THE UNDERSIGNED
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, NOTWITHSTANDING ITS CONFLICTS OF LAWS RULES. Any legal action or proceeding with respect to this Guaranty may be brought in the Courts of the State
of New York sitting in New York County, or of the United States of America for the Southern District of New York, and, by execution and delivery of this Guaranty, each Guarantor hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts. Each Guarantor hereby irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof
by registered mail, return receipt requested, to such Guarantor at its address provided herein, such service to become effective 30 days after such mailing, or such earlier time as may be provided by 











	 	 
applicable law. Nothing herein shall affect the right of the Administrative Agent or any of the other Creditors to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against each Guarantor in any other jurisdiction. 


  

	 	(a)	Each Guarantor hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in
connection with this Guaranty or any other Credit Document or Guaranteed Document brought in the courts referred to in section 22(a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that such action or
proceeding brought in any such court has been brought in an inconvenient forum. 

  

	23.	Sale of Capital Stock of a Guarantor. In the event that all of the capital stock of one or more Guarantors is sold or otherwise disposed of or liquidated in compliance
with the requirements of section 9.2 of the Credit Agreement (or such sale or other disposition has been approved in writing by the Required Lenders (or all Lenders, or all of the Lenders (other than any Defaulting Lender), as applicable, if
required by section 12.12 of the Credit Agreement)) and the proceeds of such sale, disposition or liquidation are applied, to the extent applicable, in accordance with the provisions of the Credit Agreement, such Guarantor shall be released from
this Guaranty and this Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more persons that own, directly or indirectly, all of the capital
stock or other equity interests of any Guarantor shall be deemed to be a sale of such Guarantor for the purposes of this section 23). 

  

	24.	Contribution Among Guarantors. Each Guarantor, in addition to the subrogation rights it shall have against the Borrower under applicable law as a result of any payment
it makes hereunder, shall also have a right of contribution against all other Guarantors in respect of any such payment pro rata among the same based on their respective net fair value as enterprises, provided any such
right of contribution shall be subject and subordinate to the prior payment in full of the Guaranteed Obligations (and such Guarantor’s obligations in respect thereof). 

  

	25.	Full Recourse Obligations; Effect of Fraudulent Transfer Laws, etc. It is the desire and intent of each Guarantor, the Administrative Agent and the other Creditors
that this Guaranty shall be enforced as a full recourse obligation of each Guarantor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If and to the extent that the
obligations of any Guarantor under this Guaranty would, in the absence of this sentence, be adjudicated to be invalid or unenforceable because of any applicable state or federal law relating to fraudulent conveyances or transfers, then the amount of
such Guarantor’s liability hereunder in respect of the Guaranteed Obligations shall be deemed to be reduced ab initio to that maximum amount which would be permitted without causing such Guarantor’s obligations hereunder to
be so invalidated. 

  

	26.	 Payments Free and Clear of Setoffs, Counterclaims and Taxes, etc. (a) All payments made by any Guarantor hereunder will be made without setoff,
counterclaim or other defense and, except as provided for in section 26(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other
charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any
tax, imposed on or measured by the net income or net profits of a Creditor pursuant to the laws of the jurisdiction under which such Creditor is organized or the jurisdiction in which the principal office or Applicable Lending Office of such
Creditor is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect to such nonexcluded taxes, levies imposts, duties, fees, assessments or other charges (all such nonexcluded taxes levies,
imposts, duties, fees assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the applicable Guarantor agrees to pay the full amount of such Taxes and such additional
amounts as may be necessary so that every payment by it of all amounts due hereunder, after withholding or deduction for or on account of any Taxes will not be less than the amount provided for herein. If any amounts are payable in respect of Taxes
pursuant to the preceding sentence, the applicable Guarantor agrees to reimburse each Creditor, upon the written request of such Creditor for taxes imposed on or 











	 	 
measured by the net income or profits of such Creditor pursuant to the laws of the jurisdiction in which such Creditor is organized or in which the principal
office or Applicable Lending Office of such Creditor is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which the principal office or Applicable Lending Office of such Creditor is located and
for any withholding of income or similar taxes imposed by the United States of America as such Creditor shall determine are payable by, or withheld from, such Creditor in respect of such amounts so paid to or on behalf of such Creditor pursuant to
the preceding sentence, which request shall be accompanied by a statement from such Creditor setting forth, in reasonable detail, the computations used in determining such amounts. The applicable Guarantor will furnish to the Administrative Agent
within 45 days after the date the payment of any Taxes, or any withholding or deduction on account thereof, is due pursuant to applicable law certified copies of tax receipts, or other evidence satisfactory to the applicable Creditor, evidencing
such payment by the applicable Creditor. Each applicable Guarantor will indemnify and hold harmless the Administrative Agent and each Creditor, and reimburse the Administrative Agent or such Creditor upon its written request, for the amount of any
Taxes so levied or imposed and paid or withheld by such Creditor. 


  

	 	(a)	Notwithstanding anything to the contrary contained in section 26(a), (i) any applicable Guarantor shall be entitled, to the extent it is required to do so by law, to deduct or
withhold income or other similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from any amounts payable hereunder for the account of any Creditor which is not a United States person (as such
term is defined in section 7701(a)(30) of the Code) for United States federal income tax purposes and which has not provided to the Borrower such forms that establish a complete exemption from such deduction or withholding; and (ii) any applicable
Guarantor shall not be obligated pursuant to section 26(a) hereof to gross-up payments to be made to a Creditor in respect of income or similar taxes imposed by the United States or any additional amounts with respect thereto if such Creditor has
not provided to the Borrower such forms. 

  

	27.	Judgment Currency. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in any currency (the “Original
Currency”) into another currency (the “Other Currency”) each Guarantor, the Administrative Agent and the other Creditors, by their acceptance of the benefits hereof, agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the Original Currency with the Other Currency at the Payment Office on the second Business
Day preceding that on which final judgment is given. 

  

	 	(a)	The obligation of a Guarantor in respect of any sum due in the Original Currency from it to the Administrative Agent or any other Creditor hereunder shall, notwithstanding any
judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by such Creditor or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such Other Currency such Creditor or
the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase U.S. Dollars with such Other Currency; if the amount of the Original Currency so purchased is less than the sum originally due to such Creditor
or the Administrative Agent (as the case may be) in the Original Currency, such Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Creditor or the Administrative Agent (as the case may be) against
such loss, and if the amount of the Original Currency so purchased exceeds the sum originally due to the Administrative Agent or any other Creditor (as the case may be) in the Original Currency, the Administrative Agent or such other Creditor (as
the case may be) agrees to remit to such Guarantor such excess. 

  

	28.	Termination. After the termination of the Total Commitment and all Designated Hedge Documents, when no Note nor Letter of Credit is outstanding and when all Loans and
other Guaranteed Obligations (other than unasserted indemnity obligations) have been indefeasibly paid in full, this Guaranty will terminate and the Administrative Agent, at the request and expense of the Borrower and/or any of the Guarantors, will
execute and deliver to the Guarantors a proper instrument or instruments acknowledging the satisfaction and termination of this Guaranty. 









	29.	Enforcement Only by Administrative Agent. The Creditors agree that this Guaranty may be enforced only by the action of the Administrative Agent, acting upon the
instructions of the Required Lenders, and that no Creditor shall have any right individually to seek to enforce or to enforce this Guaranty, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent,
for the benefit of the Creditors, upon the terms of this Guaranty. The Administrative Agent and the other Creditors further agree that this Guaranty may not be enforced against any director, officer or employee of any Guarantor, as such.


  

	30.	General Limitation on Claims by Guarantors. No claim may be made by any Guarantor against the Administrative Agent or any other Creditor, or the Affiliates, directors,
officers, employees, attorneys or agents of any of them, for any damages other than actual compensatory damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions
contemplated by this Guaranty or any of the other Guaranteed Documents, or any act, omission or event occurring in connection therewith; and each Guarantor hereby, to the fullest extent permitted under applicable law, waives, releases and agrees not
to sue or counterclaim upon any such claim for any special, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor. 

  

	31.	Attorneys, Accountants, etc. of Creditors Have No Duty to Guarantors. All attorneys, accountants, appraisers, consultants and other professional persons (including the
firms or other entities on behalf of which any such person may act) retained by the Administrative Agent or any other Creditor with respect to the transactions contemplated by the Guaranteed Documents shall have the right to act exclusively in the
interest of the Administrative Agent or such other Creditor, as the case may be, and shall have no duty of disclosure, duty of loyalty, duty of care, or other duty or obligation of any type or nature whatsoever to any Guarantor, to any of its
Affiliates, or to any other person, with respect to any matters within the scope of such representation or related to their activities in connection with such representation. Each Guarantor agrees, on behalf of itself its Subsidiaries and its
Affiliates, not to assert any claim or counterclaim against any such persons with regard to such matters, all such claims and counterclaims, now existing or hereafter arising, whether known or unknown, foreseen or unforeseeable, being hereby waived,
released and forever discharged. 

  

	32.	Creditors Not Fiduciary to Guarantors, etc. The relationship among any Guarantor and its Affiliates, on the one hand, and the Administrative Agent and the other
Creditors, on the other hand, is solely that of debtor and creditor, and the Administrative Agent and the other Creditors have no fiduciary or other special relationship with any Guarantor or any of its Affiliates, and no term or provision of any
Guaranteed Document, no course of dealing, no written or oral communication, or other action, shall be construed so as to deem such relationship to be other than that of debtor and creditor. 

  

	33.	Counterparts. This Guaranty may be executed in any number of counterparts and by the different parties hereto on separate counterparts, including by way of facsimile
transmission capable of authentication, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be
lodged with the Company and the Administrative Agent. 

  

	34.	Additional Guarantors. Additional Guarantors may become a party to this Guaranty by execution of a guaranty supplement in form and substance acceptable to the
Administrative Agent. 

  

	35.	 Waiver of Jury Trial. EACH GUARANTOR, THE ADMINISTRATIVE AGENT AND EACH OTHER CREDITOR (BY THEIR ACCEPTANCE OF THE BENEFITS HEREOF) HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OF THE OTHER CREDIT DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS RELATING TO ANY OF THE
FOREGOING), OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH GUARANTOR, THE ADMINISTRATIVE AGENT AND EACH OTHER CREDITOR (BY THEIR ACCEPTANCE OF THE BENEFITS HEREOF) HEREBY (A) 











	 	 
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PERSONS PARTY HERETO OR BENEFITTED HEREBY HAVE BEEN INDUCED TO ENTER INTO OR ACCEPT THE BENEFITS OF THIS GUARANTY BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH. 


  
 [Remainder of page intentionally left blank.] 







 IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed and delivered by a duly
authorized officer as of the date first above written. 
  

			
	GUARANTORS:
	
	MEMC HOLDINGS CORPORATION
		
	By:	 	/s/ THOMAS E. LINNEN
	Name:	 	Thomas E. Linnen
	Title:	 	President and Asst. Secretary
	
	MEMC INTERNATIONAL, INC.
		
	By:	 	/s/ THOMAS E. LINNEN
	Name:	 	Thomas E. Linnen
	Title:	 	President and Asst. Secretary
	
	MEMC PASADENA, INC.
		
	By:	 	/s/ THOMAS E. LINNEN
	Name:	 	Thomas E. Linnen
	Title:	 	CFO and Asst. Secretary
	
	MEMC SOUTHWEST, INC.
		
	By:	 	/s/ THOMAS E. LINNEN
	Name:	 	Thomas E. Linnen
	Title:	 	CFO and Asst. Secretary
	
	ADMINISTRATIVE AGENT:
	
	NATIONAL CITY BANK OF THE MIDWEST
		
	By:	 	/s/ ERIC HARTMAN
	Name:	 	Eric Hartman
	Title:	 	Vice President