Common use of Guaranty Clause in Contracts

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of (a) all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other payment obligations of the each Designated Borrower (now existing or hereafter arisingarising pursuant to Section 2.18 of the Credit Agreement) to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the each Designated Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan DocumentDocument and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption). The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief LawLaws, and including interest interest, expenses and fees that accrues accrue after the commencement by or against the any Designated Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the each Designated Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1412), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the each Borrower (now existing or hereafter arisingarising pursuant to Section 2.14 of the Credit Agreement) to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all amounts owing in respect of L/C Obligations, all fees due under the Term Loan Credit Agreement and all other amounts payable by the each Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the any Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the each Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed PartiesLender, and their respective its successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Obligor to the Guaranteed Parties under Lender, whether created under, arising out of or in connection with the Term Loan Agreement, the Term Notes and the other Loan DocumentsFacilities Agreements or otherwise, including all unpaid principal of under the LoansFacilities Agreements, all interest accrued thereon, all fees due under the Term Loan Agreement Facilities Agreements and all other amounts payable by the Borrower Obligor to the Guaranteed Parties thereunder, Lender thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under in any Debtor Relief LawInsolvency Proceeding, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof Credit Party of any proceeding under any Debtor Relief Laws Insolvency Proceeding naming such Person as the debtor in such proceedingInsolvency Proceeding. The foregoing indebtedness, liabilities and other obligations of the BorrowerObligor, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Subsidiary Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of (a) all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower each Loan Party (now existing or hereafter arisingarising pursuant to Section 2.18 of the Credit Agreement) to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all amounts owing in respect of L/C Obligations, all fees due under the Term Loan Credit Agreement and all other amounts payable by the each Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan DocumentDocument and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption). The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest interest, expenses and fees that accrues accrue after the commencement by or against the any Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the each Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Subsidiary Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby severally absolutelyacknowledged, each of the Guarantors hereby irrevocably and unconditionally guarantees (the "Guaranty"), jointly and irrevocably guarantees for severally, to each Holder of a Security authenticated and delivered by the Guaranteed Parties, Trustee and their respective successors, endorsees, transferees to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company under this Indenture or the Securities, that: (w) the principal and premium (if any) of and interest on the Securities will be paid in full and prompt payment when due (due, whether at stated maturitythe Maturity Date or Interest Payment Date, by required prepayment, declaration, acceleration, demand call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise; (x) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Company to the Guaranteed Parties Holders or the Trustee under this Indenture or the Securities will be promptly paid in connection full or performed, all in accordance with the Term Loan Agreementterms of this Indenture and the Securities; and (y) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be jointly and severally obligated to pay the same before failure so to pay becomes an Event of Default. If the Company or a Guarantor defaults in the payment of the principal of, premium, if any, or interest on, the Term Notes Securities when and as the other Loan Documentssame shall become due, including all unpaid principal whether upon maturity, acceleration, call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer or otherwise, without the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable necessity of action by the Borrower to the Guaranteed Parties thereunderTrustee or any Holder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or each Guarantor shall be an allowed or disallowed claim under any Debtor Relief Lawrequired, jointly and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming severally, to promptly make such Person as the debtor payment in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsfull.”

Guaranty. (a) Each Guarantor hereby severally absolutely, irrevocably and unconditionally guarantees the due, punctual and irrevocably guarantees complete payment and performance of each and every obligation of Purchaser under the Limited Notice to Proceed and work under and pursuant to the Contracts occurring on or before the Financial Close for the Guaranteed PartiesProject, whether such obligation presently exists or is created, incurred or arising from time to time hereafter, all as and their respective successorswhen required to be performed under the Limited Notice to Proceed and the Contracts, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of in all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or respects strictly in connection accordance with the Term Loan Agreementterms, conditions and limitations contained in the Term Notes Limited Notice to Proceed and the other Loan DocumentsContracts (collectively, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”), and agrees that if for any reason whatsoever Purchaser shall fail or be unable to duly, punctually and fully pay or perform any Guaranteed Obligation as and when due, Guarantor shall, in the event of a Purchaser Event of Default in performance of any of the Guaranteed Obligations by Purchaser under the Limited Notice to Proceed and the Contracts, upon written demand of IFCO, with prior written notice to Purchaser, forthwith pay or perform or cause to be performed such Guaranteed Obligation, without regard to any exercise or non-exercise by IFCO of any right, remedy, power or privilege under or in respect of the Limited Notice to Proceed and the Contracts against Purchaser. Without limiting the generality of the foregoing and notwithstanding anything herein to the contrary, a termination of the Limited Notice to Proceed and the Contracts by IFCO for an Event of Default by Purchaser occurring on or before the date of the Financial Close for the Project, if any, shall not impair, diminish, release or otherwise affect Guarantor’s obligations hereunder. This Guaranty is a guarantee of payment and performance and not of collection. All payments by Guarantor hereunder shall be made by deposit of immediately available funds to an account identified by IFCO. The Guarantor hereby guarantees that payments hereunder shall be made in U.S. Dollars and in the manner required for the relevant payment due from Purchaser under the Limited Notice to Proceed. This Guaranty shall continue in full force and effect until the earlier of (i) Financial Close for the Project or (ii) Purchaser or Guarantor shall have satisfactorily performed or fully discharged all of the Guaranteed Obligations; provided, however notwithstanding any provision in this Guaranty to the contrary, Guarantor shall have the full benefit of all defenses, setoffs, counterclaims, reductions, diminution or limitations of any Guaranteed Obligations available to Purchaser pursuant to or arising from the Limited Notice to Proceed and the Contracts or otherwise and Guarantor’s obligations and liability arising from this Guaranty shall be no greater than that of Purchaser under the Limited Notice to Proceed and the portions of the Contracts to be performed prior to the Financial Close for the Project.”

Guaranty. (a) Each Guarantor Credit Party hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, guaranties the full and prompt payment and performance when due (due, whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) , and at all times thereafter, of any and all (present and not merely a lesser future Secured Debt of any type or proportional part of) nature of any Credit Party to Agent and the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties Lenders arising under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan related to this Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with or any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation Document and/or any and all advancesone or more of them, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not to become due, absolute matured or contingentunmatured, liquidated or unliquidated, determined or undeterminedcontingent or noncontingent, including obligations of performance as well as obligations of payment, including interest on any of the foregoing whether accruing before or after any bankruptcy or insolvency case or proceeding involving any Credit Party or any other Person and, if interest on any portion of such obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, including such interest as would have accrued on any such portion of such obligations if such case or proceeding had not commenced, and whether recovery upon further agrees to pay all expenses (including reasonable attorneys’ fees and legal expenses) paid or incurred by Agent in endeavoring to collect any of the foregoing, or any part thereof, and in enforcing the obligations of such indebtednessCredit Party (collectively, liabilities and obligations may be the “Liabilities”). Each Credit Party agrees that, in the event of the dissolution, bankruptcy or hereafter insolvency of any Credit Party, or the inability or failure of any Credit Party to pay debts as they become unenforceable due, or shall be an allowed assignment by Borrowers for the benefit of creditors, or disallowed claim the commencement of any case or proceeding in respect of Borrowers under any Debtor Relief Lawbankruptcy, insolvency or similar laws, and including interest that accrues after if such event shall occur at a time when any of the commencement Liabilities may not then be due and payable, such Credit Party will pay to Agent, for the benefit of the Lenders, forthwith the full amount which would be payable hereunder by or against such Credit Party if all Liabilities were then due and payable. This Guaranty shall in all respects be a continuing, absolute and unconditional guaranty of payment and performance (and not of collection), and shall remain in full force and effect (notwithstanding, without limitation, the Borrower or any Affiliate thereof dissolution of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14Credit Party), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Borrowers to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower Borrowers to the Guaranteed Parties thereunder, thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower Borrowers or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the BorrowerBorrowers, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 1415), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. Guarantor hereby unconditionally and irrevocably -------- guarantees to each Beneficiary as their respective interests may appear: (a) Each Guarantor hereby severally absolutelythe due, unconditionally punctual and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) Lessee of all amounts (and not merely a lesser or proportional part of) the indebtednessincluding, liabilities and other obligations without limitation, amounts payable as damages in case of the Borrower (now existing or hereafter arisingdefault) to be paid by Lessee pursuant to the Guaranteed Parties under or in connection with the Term Loan Construction Agency Agreement, the Term Notes Lease, the Participation Agreement and any other Operative Documents to which Lessee is or is to be a party, whether such obligations now exist or arise hereafter, as and when the other Loan Documentssame shall become due and payable, including all unpaid principal of in accordance with the Loansterms thereof; and (b) the due, prompt and faithful performance of, and compliance with, all interest accrued thereonother obligations, all fees due under covenants, terms, conditions and undertakings of Lessee contained in the Term Loan Construction Agency Agreement, the Lease, the Participation Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with or any other Loan DocumentOperative Document to which Lessee is or is to be a party in accordance with the terms thereof (such obligations referred to in clauses (a) ----------- and (b) above being hereinafter called the "Obligations"). The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation Guarantor further --- ----------- agrees to pay any and all advancesreasonable costs and expenses (including reasonable fees and disbursements of counsel) that may be paid or incurred by any Beneficiary in collecting any Obligations and/or in preserving or enforcing any rights under this Guaranty or under the Obligations. The Guaranty is an unconditional and irrevocable guaranty of payment, debtsperformance and compliance and not of collectability, obligations and liabilities, whether now existing is in no way conditioned or hereafter arising, whether voluntary contingent upon any attempt to collect Guaranty from or involuntary and whether due enforce performance or not due, absolute or contingent, liquidated or unliquidated, determined or undeterminedcompliance by Lessee, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed binding upon and against Guarantor without regard to the validity or disallowed claim under any Debtor Relief Lawenforceability of the Construction Agency Agreement, and including interest that accrues after the commencement by or against Lease, the Borrower Participation Agreement or any Affiliate thereof of other Operative Document. If for any proceeding under reason whatsoever Lessee shall fail or be unable duly, punctually and fully to pay such amounts as and when the same shall become due and payable or to perform or comply with any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtednessobligation, liabilities and other obligations of the Borrowercovenant, and all other indebtednessterm, liabilities and obligations condition or undertaking, Guarantor will immediately pay or cause to be paid such amounts to the Person or Persons entitled to receive the same (according to their respective interests) under the terms of the Operative Documents, as appropriate, or perform or comply with any such obligation, covenant, term, condition or undertaking or cause the same to be performed by or complied with, together with interest on any amount due and owing from the Guarantors in connection with this Guaranty (including any date the same shall have become due and all amounts due under Section 14), shall hereinafter be collectively referred payable to as the “Guaranteed Obligationsdate of payment.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed PartiesBank, and their respective its successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under Bank, whether created under, arising out of or in connection with the Term Loan Credit Agreement, the Term Notes and Note or any of the other Loan Documents, including all unpaid principal of the LoansAdvances, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, Bank thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” ”, “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by United States Bankruptcy Code or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceedingother applicable law. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 14)Guaranty, shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor Euronav hereby severally absolutely, unconditionally and irrevocably guarantees for as primary obligor and not merely as surety, (i) to the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, Lender Creditors the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) of all (and not merely a lesser or proportional part ofx) the indebtednessprincipal of, premium, if any, and interest on the Notes, if any, issued by, and the Loans made to, the Borrower under the Credit Agreement, and (y) all other obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code or any similar provision of any Debtor Relief Laws, would become due), liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable indebtedness owing by the Borrower to the Guaranteed Parties thereunderLender Creditors (in the capacities referred to in the definition of Lender Creditors) under the Credit Agreement and each other Credit Document to which the Borrower is a party (including, without limitation, indemnities, fees and interest thereon (including any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding under any Debtor Relief Laws at the rate provided for in connection therewiththe Credit Agreement, and whether or not such interest is an allowed claim in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilitiessuch proceeding)), whether now existing or hereafter arisingincurred under, arising out of or in connection with the Credit Agreement and any such other Credit Document and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in all such Credit Documents (all such principal, premium, interest, liabilities, indebtedness and obligations being herein collectively called the “Credit Document Obligations”); and (ii) to each Other Creditor the full and prompt payment when due (whether voluntary at the stated maturity, by acceleration or involuntary and whether due otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code or not any similar provision of any Debtor Relief Laws, would become due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness), liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under indebtedness (including any Debtor Relief Law, and including interest that accrues accruing after the commencement by or against the Borrower or any Affiliate thereof of any bankruptcy, insolvency, receivership or similar proceeding under any Debtor Relief Laws naming at the rate provided for in the respective Interest Rate Protection Agreements or Other Hedging Agreements, whether or not such Person as the debtor interest is an allowed claim in any such proceeding. The foregoing indebtedness) owing by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans and/or Commitments from time to time, whether now in existence or hereafter arising, and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in each such Interest Rate Protection Agreement and Other Hedging Agreement to which it is a party (all such obligations, liabilities and other obligations of indebtedness being herein collectively called the Borrower“Other Obligations” and, and all other indebtednesstogether with the Credit Document Obligations, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). If any or all of the Guaranteed Obligations of the Borrower to the Secured Creditors becomes due and payable hereunder, Euronav unconditionally and irrevocably, promises to pay such indebtedness to the Facility Agent and/or the other Secured Creditors, or order, on demand, together with any and all reasonable documented out-of-pocket expenses which may be incurred by the Facility Agent and the other Secured Creditors in collecting any of the Guaranteed Obligations.”

Guaranty. In order to induce FIDELCOR BUSINESS CREDIT CORPORATION (ahereinafter referred to as "Trefoil") Each Guarantor hereby to now or hereafter make advances, loans, extend its credit to, or enter into security agreements with EVERGOOD PRODUCTS CORPORATION, PHOENIX LABORATORIES, INC. and GREAT EARTH DISTRIBUTION INC. (individually and collectively "Debtor") and knowing that Trefoil will rely upon this guaranty, the undersigned and each of them jointly and severally absolutely, unconditionally guarantee the due payment and irrevocably guarantees for the Guaranteed Partiesperformance by said Debtor described in said financing agreement of all moneys to be paid, and their respective successorsall things to be done, endorseespursuant to each and every condition and covenant contained in said agreement, transferees or in any supplement thereto, or any other transaction or agreement, as well as the due payment of all other obligations which said Debtor may at any time owe to Trefoil, however created; and assignsthe undersigned hereby indemnify Trefoil, the full and prompt payment when due (whether at stated maturitycovenant to hold it harmless against all obligations, demands, losses or liabilities, by required prepaymentwhomsoever asserted, declarationsuffered, accelerationincurred or paid by Trefoil as a result of, demand or otherwise) of all (in any way arising out of, or following, or consequential to transactions under the aforesaid security agreement or any other agreement. This guaranty shall be absolute, continuing, unconditional and not merely a lesser unlimited. Trefoil shall be under no obligation to proceed first against the Debtor, or proportional part of) against any collateral security which Trefoil may hold, before proceeding against the indebtednessundersigned hereunder. The undersigned agree that any collateral held as security by Trefoil, liabilities whether under an agreement with the Debtor, or pursuant to this guaranty, may be sold at public or private sale, and other obligations of the Borrower (now existing or hereafter arising) undersigned further agree that Trefoil shall have the right to the Guaranteed Parties under or bid at such sale. The undersigned agree to indemnify and save Trefoil harmless for any costs and expenses that Trefoil may incur in connection with the Term Loan Agreementliquidation of collateral held by Trefoil whether under agreement with the Debtor or the undersigned, and they further agree to pay all attorneys fees agreed to by the Term Notes Debtor, and the other Loan Documentsreasonable attorneys fees incurred in connection with enforcement of this guaranty agreement, including all unpaid principal which the parties agree shall be a sum equal to 15% of the Loansmoneys due Trefoil upon placement of the claim with such attorney. The undersigned agree: that this guaranty shall not be impaired by any modification to which the parties to said security agreement may hereafter agree, nor by any modification, release or other alteration of any of the obligations hereby guaranteed, or of any security therefor or failure to perfect any security interest, to all interest accrued thereonof which the undersigned hereby consent; that their liability hereunder is direct and unconditional and may be enforced without requiring Trefoil first to resort to any other right, all fees due under remedy or security; and that this guaranty shall continue in force until Secured Party shall receive 30 days prior written notice by registered mail revoking it only as to future transactions. The undersigned waive: notice of acceptance hereof, notice of adverse change in Debtor's financial condition; the Term Loan Agreement right to a jury trial in any action hereunder; presentment and protest of any instrument and notice thereof; notice of default; and all other amounts payable by notices to which they might otherwise be entitled. As security, they hereby assign to Trefoil all claims of any nature which they, or any of them, may now or hereafter have against Debtor. All actions or proceedings arising directly or indirectly on account of this guaranty agreement shall be litigated only in courts having situs within the Borrower State of New York and each guarantor for himself hereby consents to the Guaranteed Parties thereunder, in connection therewith, jurisdiction of any Local State or Federal Court located within the State of New York and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation each guarantor for himself waives personal service of any and all advancesprocess upon him and consents that all such service of process be made by certified mail, debtsreturn receipt requested directed to such guarantor at the address set forth below or the home address of such guarantor, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undeterminedif different, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or service so made shall be an allowed or disallowed claim under any Debtor Relief Lawdeemed complete three days after the same shall be posted. This guaranty, all acts and transactions hereunder, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities rights and other obligations of the Borrowerparties hereto, shall be governed, construed and all other indebtednessinterpreted according to the laws of the State of New York. This guaranty cannot be changed or discharged orally, liabilities and obligations to nor shall the same be paid or performed terminated by death of any guarantor, in which event deceased guarantor's estate shall be bound by the Guarantors in connection with this Guaranty (including obligations hereunder. Release of any and all amounts due under Section 14)guarantor, or the Debtor herein, shall hereinafter be collectively referred to as not affect the “Guaranteed Obligationsobligations hereunder of the remaining guarantors.”

Guaranty. FOR VALUE RECEIVED and in consideration for and as an inducement to NORMANDY XXXXXXXXX ROAD, LLC, a Delaware limited liability company (a“Landlord”) Each Guarantor to lease certain real property to OXFORD IMMUNOTEC, LIMITED, a Delaware corporation, as tenant (“Tenant”), pursuant to a lease dated as of March 1, 2013 (the “Lease”) by and between Landlord and Tenant, the undersigned, OXFORD IMMUNOTEC, LIMITED, a United Kingdom company (“Guarantor”), does hereby severally absolutely, unconditionally and irrevocably guarantees for guarantee to Landlord the Guaranteed Partiespunctual payment of all Rent (as such term is defined in the Lease) payable by Tenant under the Lease throughout the term of the Lease and any and all renewals and extensions thereof in accordance with and subject to the provisions of the Lease, and their respective successorsthe full performance and observance of all other terms, endorseescovenants, transferees conditions and assignsagreements therein provided to be performed and observed by Tenant under the terms of the Lease, for which the undersigned shall be jointly and severally liable with Tenant. If any Default on the part of Tenant shall occur under the Lease, the full undersigned does hereby covenant and prompt payment when due (whether at stated maturityagree to pay to Landlord in each and every instance such sum or sums of money and to perform each and every covenant, by required prepaymentcondition and agreement under the Lease as Tenant is and shall become liable for or obligated to pay or perform under the Lease, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection together with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable costs reasonably incurred by the Borrower to the Guaranteed Parties thereunder, Landlord in connection therewith, including, without limitation, reasonable attorneys’ fees. Such payments of Rent and in connection with other sums shall be made monthly or at such other intervals as the same shall or may become payable under the Lease, including any accelerations thereof, all without requiring any notice from Landlord (other Loan Documentthan any notice required by the Lease) of such non-payment or non performance, all of which the undersigned hereby expressly waives. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation maintenance of any and all advances, debts, obligations and liabilities, whether now existing action or hereafter arising, whether voluntary proceeding by Landlord to recover any sum or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations sums that may be or hereafter become unenforceable due under the Lease and to secure the performance of any of the other terms, covenants and conditions of the Lease shall not preclude Landlord from thereafter instituting and maintaining subsequent actions or shall proceedings for any subsequent Default or Defaults of Tenant under the Lease. The undersigned does hereby consent that without affecting the liability of the undersigned under this Guaranty and without notice to the undersigned, time may be an allowed given by Landlord to Tenant for payment of Rent and such other sums and performance of said other terms, covenants and conditions, or disallowed claim under any Debtor Relief Lawof them, and including interest that accrues after such time extended and indulgence granted, from time to time, or Tenant may be dispossessed or Landlord may avail itself of or exercise any or all of the commencement rights and remedies against Tenant provided by law or by the Lease, and may proceed either against Tenant alone or jointly against Tenant and the undersigned or against the Borrower undersigned alone without first prosecuting or exhausting any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceedingremedy or claim against Tenant. The foregoing indebtednessundersigned does hereby further consent to any subsequent change, liabilities modification or amendment of the Lease as agreed by the parties in any of its terms, covenants or conditions, or in the Rent payable thereunder, or in the premises demised thereby, or in the term thereof, and other to any assignment or assignments of the Lease, and to any subletting or sublettings of the premises demised by the Lease, and to any renewals or extensions thereof, all of which may be made without notice to or consent of the undersigned and without in any manner releasing or relieving the undersigned from liability under this Guaranty. The undersigned does hereby agree that the bankruptcy of Tenant shall have no effect on the obligations of the Borrowerundersigned hereunder. The undersigned does hereby further agree that in respect of any payments made by the undersigned hereunder, the undersigned shall not have any rights based on suretyship, subrogation or otherwise to stand in the place of Landlord so as to compete with Landlord as a creditor of Tenant, unless and until all claims of Landlord under the Lease shall have been fully paid and satisfied. Neither this Guaranty nor any of the provisions hereof can be modified, waived or terminated, except by a written instrument signed by Landlord. The provisions of this Guaranty shall apply to, bind and inure to the benefit of the undersigned and Landlord and their respective heirs, legal representatives, successors and assigns. The undersigned, if there be more than one, shall be jointly and severally liable hereunder, and for purposes of such several liability the word “undersigned” wherever used herein shall be construed to refer to each of the undersigned parties separately, all in the same manner and with the same effect as if each of them had signed separate instruments, and this Guaranty shall not be revoked or impaired as to any of such parties by the death of another party or by revocation or release of any obligations hereunder of any other party. If Landlord should retain counsel and/or institute any suit against Guarantor to enforce this Guaranty or any covenants or obligations hereunder, then Guarantor shall pay to Landlord, upon demand, all reasonable attorneys’ fees, costs and expenses, including, without limitation, court costs, filing fees, recording costs, and all other indebtednesscosts and expenses incurred in connection therewith (all of which are referred to herein as “Enforcement Costs”), liabilities in addition to all other amounts due hereunder. This Guaranty shall be governed by and obligations construed in accordance with the internal laws of the state where the premises demised by the Lease are located. For the purpose solely of litigating any dispute under this Guaranty, the undersigned submits to the jurisdiction of the courts of said state. Any notice or other communication to be paid given to Landlord or performed by the Guarantors undersigned hereunder shall be in connection writing and sent in accordance with this Guaranty (including any and all amounts due under Section 14)the notice provisions of the Lease. Notices to Landlord shall be delivered to Landlord’s address as set forth in the Lease. Notices to the undersigned shall be addressed as follows: Oxford Immunotec, shall hereinafter be collectively referred Limited, 00X Xxxxxx Xxxx, Abingdon, Oxfordshire, OX14 4RZ, U.K. If Guarantor’s notice address as set forth above changes, Guarantor agrees to as the “Guaranteed Obligationsprovide written notice to Landlord of such change in address.”

Guaranty. (a) Each Guarantor hereby severally absolutelyhereby, jointly and severally, absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees for the Guaranteed Parties, performance and their respective successors, endorsees, transferees and assignsnot merely as a guaranty of collection, the full and prompt payment in full in Dollars when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation at all times thereafter, of any and all advancesexisting and future indebtedness and liabilities of every kind, debtsnature and character, obligations and liabilities, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of each Borrower and of each other Loan Party arising under (i) the Credit Agreement or any other Loan Document, and (ii) any Lender Swap Contract (in each case, including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by any Guaranteed Party in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, indebtedness and liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against such Guarantor, any Borrower or any other Loan Party under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief LawLaws”), and including interest that accrues after the commencement by or against the any Borrower or any Affiliate thereof other Loan Party of any proceeding under any Debtor Relief Laws naming whether or not the claim for such Person as the debtor interest is allowed in such proceeding. The foregoing indebtednessproceeding (collectively, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Notwithstanding anything contained herein to the contrary, the obligations of each Guarantor hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any applicable state law.”

Guaranty. (a) Each The Guarantor hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand demand, or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation at all times thereafter, of any and all advances, debts, obligations and liabilitiesof the Secured Obligations, whether now existing or hereafter arisingarising of every kind, whether voluntary nature and character, direct or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses, or otherwise (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, indebtedness and liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief LawLaws”), and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness(collectively, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). The Collateral Agent’s and each of the other Secured Party’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations, absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity, or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection, or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.”

Guaranty. (a) Each Guarantor hereby severally absolutely, absolutely and unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt punctual payment when due (due, whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) , without set-off, counterclaim or other reduction whatsoever, of all (and not merely a lesser or proportional part ofi) the indebtedness, liabilities and other obligations aggregate outstanding unpaid principal amount of the Borrower Loan, (now existing or hereafter arisingii) to all accrued and unpaid interest on the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal amount of the LoansLoan, and (iii) all interest accrued thereon, all fees other amounts due under the Term Loan Agreement from time to time or under any documents and all other amounts payable by instruments executed and delivered or assigned to Lender in order to evidence the Borrower to Loan or evidence or perfect a lien or security interest in collateral for the Guaranteed Parties thereunder, in connection therewithLoan (the "Collateral Documents"), and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advancesextensions, debtsrenewals or modifications of any of the foregoing (such principal, obligations interest and liabilitiesother amounts are hereinafter referred to collectively as the "Obligations"). In addition, if Guarantor shall fail to pay any amount due hereunder upon demand in accordance with the terms hereof Guarantor shall pay any and all fees, costs and expenses (including reasonable attorneys' fees) incurred by Lender to third parties, whether now existing litigation is involved or hereafter arisingnot, and if involved, whether voluntary at the trial or involuntary appellate levels or in pre-or post-judgment or bankruptcy proceedings, in enforcing the obligations of Guarantor hereunder or realizing upon any collateral securing this Guaranty (all of the foregoing fees, costs and whether due expenses are referred to herein collectively as the "Guaranteed Expenses"). The Obligations and any instrument, document or not dueagreement, absolute express or contingentimplied, liquidated which has been or unliquidatedmay hereafter be made or entered into by Guarantor, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person other person or entity in reference to the Obligations (including, without limitation, the Collateral Documents and the Pledge Agreement, as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and hereinafter defined) shall all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations"Terms".”

Guaranty. (a) Each In order to induce the Lenders to extend credit to the Company and the Designated Borrower, the Guarantor hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) , and at all times thereafter, of any and all (existing and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations future Obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Designated Borrower to the Guaranteed Parties thereunderBeneficiaries, in connection therewitheach case, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advancesnow or hereafter made, debts, obligations and liabilitiesincurred or created, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined whether due or undeterminednot due, and however arising under or in connection with the Credit Agreement and the other Loan Documents (including those arising under successive borrowing transactions under the Credit Agreement and all renewals, extensions and modifications thereof and all costs, attorneys’ fees and expenses incurred by the Beneficiaries in connection with the collection or enforcement thereof payable in accordance with, and to the extent provided in, Section 10.04 of the Credit Agreement) and whether Form of Company Guaranty recovery upon such indebtedness, Indebtedness and liabilities and obligations may be or hereafter become becomes unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement proceeding or case commenced by or against the Guarantor or the Designated Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as Law (collectively, the debtor “Guarantied Obligations”). In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees that the Guarantor’s payment of a portion, but not all, of the Guarantied Obligations shall in such proceedingno way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guarantied Obligations that has not been paid. The foregoing indebtednessbooks and records of each Beneficiary showing the amount of the Guarantied Obligations shall be admissible in evidence in any action or proceeding, liabilities and other shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guarantied Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guarantied Obligations or any instrument or agreement evidencing any Guarantied Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guarantied Obligations which might otherwise constitute a defense to the obligations of the BorrowerGuarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all other indebtednessof the foregoing. Notwithstanding the foregoing, liabilities and the liability of the Guarantor with respect to the Guarantied Obligations shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due avoidance under Section 14), shall hereinafter be collectively referred to as 548 of the “Guaranteed ObligationsUnited States Bankruptcy Code or any comparable provisions of any applicable state law.”

Guaranty. (a) Each Guarantor The Parent hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) , and at all times thereafter, of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilitiesObligations, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, under the Credit Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, liabilities and obligations Obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Parent or any Credit Party under Debtor Relief LawLaws, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof Credit Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness(collectively, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). Any Lender Party’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Parent and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Parent under this Guaranty, and the Parent hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Parent hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar United States federal or state law, or applicable foreign law.”

Guaranty. (a) Each Subject to the subordination provisions of Section 4 of the Note Purchase Agreement, each Guarantor with all other Guarantors, hereby severally absolutely, unconditionally and irrevocably irrevocably, jointly and severally guarantees for to each holder of the Guaranteed Parties, Notes and their respective successors, endorsees, transferees its successors and assigns, the full and prompt punctual payment and performance when due (due, whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) , of all the principal at the applicable Redemption Price and interest on (and including, without limitation, interest, whether or not merely a lesser an allowable claim, accruing after the date of filing of any petition in bankruptcy, or proportional part ofthe commencement of any bankruptcy, insolvency or similar proceeding relating to the Company) the indebtednessNotes and all other amounts under the Note Purchase Agreement and all other obligations, liabilities agreements and other obligations covenants of the Borrower (Company now existing or hereafter arising) to existing under the Guaranteed Parties under or in connection with the Term Loan AgreementNotes, the Term Notes and Note Purchase Agreement or any of the other Loan Documents, whether for principal, at the applicable Redemption Price, interest (including all unpaid principal interest accruing or becoming owing both prior to and subsequent to the commencement of any proceeding against or with respect to the Company under any chapter of the LoansBankruptcy Reform Act of 1978, as amended, 11 U.S.C. § 101 et seq., (the “Bankruptcy Code”)), indemnification payments, damages payable under the Loan Documents, expenses (including reasonable attorneys’ fees and expenses) or otherwise, and all reasonable costs and expenses, if any, actually incurred by any holder in connection with enforcing any rights under this Guaranty (all such obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses incurred by each holder in enforcing this Guaranty; provided that, notwithstanding anything contained herein, in the Note or in the Note Purchase Agreement to the contrary, the maximum liability of each Guarantor hereunder and under the Notes and the Note Purchase Agreement shall in no event exceed such Guarantor’s Maximum Guaranteed Amount, and provided further, each Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of such Maximum Guaranteed Amount and the recipient of such payment, if so required by a final non-appealable order of a court of competent jurisdiction, shall then be liable for the refund of any amounts received in excess of such Guarantor’s Maximum Guaranteed Amount. If any such rebate or refund is ever required, all interest accrued thereonother Guarantors (and the Company) shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law. This Guaranty is an absolute, all fees unconditional, present and continuing guaranty of payment and not a guaranty of collectibility and is in no way conditioned upon any attempt to collect from the Company, another Guarantor or any other action, occurrence or circumstance whatsoever. Each Guarantor agrees that the Guaranteed Obligations may at any time and from to time exceed the Maximum Guaranteed Amount of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the holders of the Notes hereunder. Notwithstanding any stay, injunction or other prohibition preventing such action against the Company, if for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Term Loan Note Purchase Agreement and all other or the Notes, each Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts payable by the Borrower to the holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Parties thereunderObligations or cause such Guaranteed Obligations to be performed or complied with (in the case of the payment of Guaranteed Obligations), together with interest (in the amounts and to the extent required under such Notes and the Note Purchase Agreement) on any amount due and owing, in each case subject to the provisions of Section 4 of the Note Purchase Agreement. Each Guarantor shall be entitled to assume that any person stated in this Guaranty as being entitled to make a demand and receive payment hereunder is so entitled and, in connection therewith, to rely on written communications received from such persons as being genuine and in connection with any other Loan Documenthaving been duly authorized by all necessary legal action. The terms “indebtedness,” “liabilities” All payments of principal at the applicable the Redemption Price, and “obligations” are used herein in their most comprehensive sense and include without limitation any interest on the Notes by a Guarantor hereunder shall be paid ratably (based on the outstanding principal amount of the Notes) to each holder and all advancespayments of fees, debts, obligations expenses and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or other amounts shall be an allowed or disallowed claim under any Debtor Relief Lawpaid to such holder that incurred such fees, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities expenses and other obligations amounts, subject to any limitations set forth in the Loan Documents, subject to the provisions of Section 4 of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed ObligationsNote Purchase Agreement.”

Guaranty. (a) Each The Affiliate Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Administrator, regardless of the validity, regularity or enforceability of the Matson Guaranteed PartiesDocuments, or the obligations thereunder, and their respective successorsregardless of any present or future law or order of any government or any agency thereof purporting to reduce, endorseesamend or otherwise vary any obligation of the Shipowner or to vary the terms of payment, transferees (i) that the Shipowner will promptly perform and assignsobserve every term and condition in the Matson Guaranteed Documents to be performed or observed by the Shipowner, and (ii) that all amounts stated to be payable or which become payable under the Matson Guaranteed Documents to the Administrator and other amounts which may be owing by the Shipowner to the Administrator under the Matson Guaranteed Documents now or hereafter, will be promptly paid in full and prompt payment when due (whether at stated maturitymaturity or earlier by reason of acceleration or otherwise or, by required prepaymentif now due, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable when payment thereof shall be demanded by the Borrower to the Guaranteed Parties thereunderAdministrator, in connection therewith, together with interest and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advanceslegal and other costs and expenses paid or incurred in connection therewith by the Administrator as provided for in the Matson Guaranteed Documents, debtsand, in the case of an extension or renewal, in whole or in part, the same will be promptly paid in cash or performed when due according to such extension or renewal. This is an irrevocable, absolute, completed, and continuing guarantee of payment and performance, and not a guarantee of collection. The Affiliate Guarantor shall be required to make said payments and/or cause the Shipowner to perform such obligations upon receipt of a written notice from the Administrator which states that the Shipowner has not promptly, completely or effectively made said payments or performed such obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor is in such proceedingDefault. The foregoing indebtedness, liabilities and other obligations failure of the Borrower, and all other indebtedness, liabilities and Affiliate Guarantor to receive such a written notice or the failure of the Administrator to send said notice shall not relieve the Affiliate Guarantor of its obligations under this Affiliate Guaranty. The Affiliate Guarantor shall immediately pay to be paid the Administrator or performed by the Guarantors its designee in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsimmediately available funds such payments guaranteed herein.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other payment obligations of the each Designated Borrower (now existing or hereafter arisingarising pursuant to Section 2.14 of the Credit Agreement) to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all amounts owing in respect of the L/C Obligations, all fees due under the Term Loan Credit Agreement and all other amounts payable by the each Designated Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief LawLaws, and including interest that accrues after the commencement by or against the any Designated Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the each Designated Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1412), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor hereby severally absolutelyhereby, jointly and severally, absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees for the Guaranteed Parties, performance and their respective successors, endorsees, transferees and assignsnot merely as a guaranty of collection or as a surety, the full and prompt payment in full in cash when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) , and at all times thereafter, of all (Obligations and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement any and all other amounts payable by the Borrower to the Guaranteed Parties thereunderexisting and future indebtedness and liabilities of every kind, in connection therewithnature and character, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of any Loan Party arising under (i) any Loan Document or otherwise with respect to any Loan or Letter of Credit, (ii) any Secured Swap Agreements and (iii) any Secured Treasury Management Agreements (in each case, including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by any holder of the Obligations in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, Obligations and other indebtedness and liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against such Guarantor, Borrower or any other Loan Party under any Debtor Relief LawLaws, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof other Loan Party of any proceeding under any Debtor Relief Laws naming whether or not the claim for such Person as the debtor interest is allowed in such proceeding. The foregoing indebtednessproceeding (collectively, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”); provided that, notwithstanding anything to the contrary herein or in any Loan Document, “Guaranteed Obligations” shall not include, with respect to any Loan Party, any Excluded Swap Obligations of such Loan Party.”

Guaranty. (a) Each Guarantor hereby In order to induce Lenders to extend credit to Borrower pursuant to the Credit Agreement and Hedge Providers to enter into the Lender Hedge Agreements, Guarantors jointly and severally absolutelyirrevocably and unconditionally guaranty, unconditionally as primary obligors and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assignsnot merely as sureties, the due and punctual payment in full and prompt payment of all Guarantied Obligations (as hereinafter defined) when due (the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of all (and not merely a lesser or proportional part of) the indebtednessBankruptcy Code, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document11 U.S.C. ss. 362(a)). The terms “indebtedness,” “liabilities” and “obligations” are term "GUARANTIED OBLIGATIONS" is used herein in their its most comprehensive sense and include without limitation includes any and all advancesObligations of Borrower and all obligations of Borrower under Lender Hedge Agreements, debtsnow or hereafter made, obligations and liabilitiesincurred or created, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined whether due or undeterminednot due, and whether recovery upon however arising under or in connection with the Credit Agreement, the Lender Hedge Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such indebtedness, liabilities and obligations of Borrower or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Loans may be or hereafter become unenforceable or shall advanced to it, that Letters of Credit may be an allowed or disallowed claim under issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any Debtor Relief Law, and including interest portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or against order that may relieve Borrower of any portion of such Guarantied Obligations. In the Borrower event that all or any Affiliate thereof portion of any proceeding under any Debtor Relief Laws naming such Person the Guarantied Obligations is paid by Borrower, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the debtor case may be, in the event that all or any part of such proceeding. The foregoing indebtednesspayment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, liabilities fraudulent transfer or otherwise (and other obligations of the Borrowerwhether by litigation, demand, settlement or otherwise), and all other indebtedness, liabilities and obligations any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. All payments to be paid or performed by the Guarantors made hereunder shall be made in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred immediately available funds to as the “Guaranteed ObligationsAdministrative Agent at Administrative Agent's Office.”

Guaranty. (a) Each Guarantor The Subsidiaries, jointly and severally, hereby severally absolutelyirrevocably, absolutely and unconditionally and irrevocably guarantees for guarantee the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment by the Company, as and when due and payable (whether at stated by scheduled maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) ), of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations from time to time owing in respect of the Borrower Notes, whether for principal, interest (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreementincluding, the Term Notes and the other Loan Documents, including all unpaid principal of the Loanswithout limitation, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as Insolvency Proceeding with respect to the debtor Company, whether or not a claim for post-filing interest is allowed in such proceeding. The foregoing indebtedness), liabilities fees or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Company (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, as amended), and the due performance and observance by the Company of its other obligations now or hereafter existing in respect of the BorrowerNotes (collectively, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). Without limiting the generality of the foregoing, the Subsidiaries’ liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Investors but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company or any of the Subsidiaries. “Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief. The Subsidiaries, jointly and severally, hereby guarantee that the Guaranteed Obligations will be paid or performed, as applicable, strictly in accordance with the terms of the Notes, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Investors with respect thereto. The obligations of the Subsidiaries under this section are independent of the obligations under the Notes, and a separate action or actions may be brought and prosecuted against a Subsidiary to enforce this guaranty, irrespective of whether any action is brought against the Company or any other Subsidiary or whether the Company or any other Subsidiary is joined in any such action or actions. No representation is made by the Subsidiaries as to their present or future financial ability to fulfill their obligations of guarantee.”

Guaranty. Guarantor unconditionally guaranties to Lender the timely (awhether as scheduled or upon acceleration) Each Guarantor hereby severally absolutelypayment and performance by Borrower of all of the following, unconditionally whenever and irrevocably guarantees for however they may arise (the Guaranteed Parties"Guarantied Obligations"): (i) the debts, liabilities, obligations, covenants, interest, commissions, fees, and their respective successors, endorsees, transferees and assigns, other charges or amounts due under the full and prompt payment when due Loan Documents; (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part ofii) the indebtedness, liabilities and other obligations set forth in or arising out of the Loan Documents; (iii) any obligations of Borrower owing to any third parties which are assigned to Lender; (now existing iv) any liabilities, costs or hereafter arising) to the Guaranteed Parties under or expenses, including attorneys' fees, incurred by Lender in connection with enforcing Lender's rights under the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal ; (v) any of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunderforegoing arising out of, in connection therewithwith or following any renewals (including renewals of obligations which had been previously satisfied), extensions, modifications, alterations and in connection with rearrangements of any other of the Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation Documents; (vi) any and all advancesof the foregoing arising after Borrower has commenced or becomes subject to any case under the Bankruptcy Code, debtsincluding any advances made to Borrower, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against filing of the Borrower or any Affiliate thereof of any bankruptcy petition (even if the interest cannot be collected in the proceeding under the Bankruptcy Code), and attorneys' fees. If Borrower fails to pay or perform any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the BorrowerGuarantied Obligations, and all other indebtednessGuarantor will immediately pay or perform such Guarantied Obligation. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty THE MAXIMUM LIABILITY OF GUARANTOR UNDER THIS GUARANTY IS LIMITED TO THE PRINCIPAL AMOUNT OF ONE MILLION FOUR HUNDRED THOUSAND DOLLARS (including any and all amounts due under Section 14$1,400,000.00), shall hereinafter be collectively referred to as the “Guaranteed ObligationsPLUS ACCRUED AND UNPAID INTEREST, AND ANY COSTS, EXPENSES AND FEES OF ENFORCEMENT OF THIS GUARANTY OR THE LOAN DOCUMENTS; PROVIDED, HOWEVER, THAT IF ANY OF THE GUARANTIED OBLIGATIONS ARISE FROM LENDER MAKING AN ADVANCE AGAINST ACCOUNTS (AS DEFINED IN THE LOAN AGREEMENT) THAT ARE FRAUDULENT, SPURIOUS, NOT BONA FIDE OR FROM LENDER'S RELIANCE ON FALSE INFORMATION WHICH WAS PROVIDED BY BORROWER TO LENDER WHERE BORROWER EITHER KNEW THAT SUCH INFORMATION WAS FALSE OR BORROWER WAS GROSSLY NEGLIGENT IN PROVIDING SUCH INFORMATION TO LENDER, THEN THE LIABILITY OF GUARANTOR FOR SUCH GUARANTIED OBLIGATIONS SHALL BE UNLIMITED. IN CONNECTION WITH THE FOREGOING, GUARANTOR SHALL NOT BE LIABLE FOR ANY PUNITIVE DAMAGES UNLESS THE GUARANTOR INDIVIDUALLY OR WITH OTHERS CAUSED SUCH ACCOUNTS (AS DEFINED IN THE LOAN AGREEMENT) TO BE PLEDGED TO LENDER OR CAUSED SUCH FALSE INFORMATION TO BE PROVIDED TO LENDER. IN THE EVENT THAT SUBSEQUENT TO THE EFFECTIVE DATE OF THIS GUARANTY ADDITIONAL SHARES OF COMMON STOCK OF BORROWER ARE ISSUED TO THIRD PARTIES THEREBY LOWERING THE PERCENTAGE OF GUARANTOR'S OWNERSHIP INTEREST IN BORROWER, THEN, SO LONG AS NO EVENT OF DEFAULT THEN EXISTS UNDER THE LOAN DOCUMENTS, LENDER AGREES TO CONSIDER A REQUEST FROM GUARANTOR FOR A REDUCTION IN THE MAXIMUM ONE MILLION FOUR HUNDRED THOUSAND ($1,400,000) OF PRINCIPAL LIABILITY SET FORTH ABOVE TO AN AMOUNT COMMENSURATE WITH THE RESULTING PERCENTAGE OF GUARANTOR'S OWNERSHIP INTEREST IN BORROWER; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE MAXIMUM PRINCIPAL LIABILITY BE REDUCED BELOW ONE MILLION DOLLARS ($1,000,000).”

Guaranty. (a) Each Subject only to Section 9 hereof, the Guarantor hereby severally guarantees to the Lenders and the Administrative Agent, absolutely, unconditionally and irrevocably guarantees for the Guaranteed Partiesirrevocably, and their respective successors, endorsees, transferees and assignswithout limitation as to amount, the full and prompt performance and payment when due (whether at a stated maturity, maturity or earlier by required prepayment, declaration, acceleration, demand reason of acceleration or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement LC Exposure and all other amounts payable Obligations (as each such term is defined in the Credit Agreement), including, without limitation, principal, interest and fees, and all other liabilities and obligations now or hereafter owing by the Borrower to the Guaranteed Parties thereunderLenders under the Credit Agreement, in connection therewiththe Notes and other relevant Loan Documents, including, without limitation, indemnities, reasonable attorneys’ fees, filing and in connection with recording costs, out-of-pocket expenses, collection costs and other amounts payable under the Loan Documents, including any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and such liabilities, whether now existing indebtedness or hereafter arisingobligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether voluntary or involuntary and whether due or not due, absolute allowed or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon allowable in such indebtedness, proceeding (all of the foregoing liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall being hereinafter be collectively referred to as the “Guaranteed Obligations”). This Guaranty is a guaranty of payment and not just of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Borrower or upon any other event, contingency or circumstance whatsoever. If for any reason whatsoever the Borrower shall fail or be unable duly, punctually and fully to pay such amounts as and when the same shall become due and payable, the Guarantor, without demand, presentment, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to the Administrative Agent under the terms of the Credit Agreement, any Note or other relevant Loan Document, in lawful money of the United States, at the place specified in the Credit Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent provided for under the Credit Agreement) on any amount due and owing from the Borrower. The Guarantor, promptly after demand, will pay to the Administrative Agent the reasonable costs and expenses of collecting such amounts or otherwise enforcing this Guaranty, including, without limitation, the reasonable fees and expenses of counsel. Notwithstanding the foregoing, the right of recovery against the Guarantor under this Guaranty is limited to the extent it is judicially determined with respect to any Guarantor that entering into this Guaranty would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law, in which case such Guarantor shall be liable under this Guaranty only for amounts aggregating up to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law.”

Guaranty. (a) Each Guarantor hereby The Guarantors jointly and severally absolutelyirrevocably and unconditionally guaranty, unconditionally as primary obligors and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assignsnot merely as sureties, the due and punctual payment in full and prompt payment of all Guaranteed Obligations (as hereinafter defined) when due (the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan DocumentBankruptcy Code). The terms term “indebtedness,Guaranteed Obligations” “liabilities” and “obligations” are is used herein in their its most comprehensive sense and include without limitation includes any and all advancesSecured Obligations of any of the Loan Parties now or hereafter made, debts, obligations and liabilitiesincurred or created, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined whether due or undeterminednot due, and whether recovery upon such indebtedness, liabilities however arising. Each Guarantor acknowledges that a portion of the Loans and obligations other extensions of credit may be or hereafter become unenforceable or shall advanced to it, that Letters of Credit may be an allowed or disallowed claim under issued for the benefit of its business and that the Guaranteed Obligations are being incurred for and will inure to its benefit. Any interest on any Debtor Relief Law, and including interest portion of the Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of any Guarantee Party (or, if interest on any portion of the Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Obligations if said proceeding had not been commenced) shall be included in the Obligations because it is the intention of each Guarantor and the Agents that the Obligations should be determined without regard to any rule of law or against order that may relieve any Guarantee Party of any portion of such Obligations. In the Borrower event that all or any Affiliate thereof portion of the Guaranteed Obligations is paid by the Guarantee Parties, the obligations of each Guarantor hereunder that is a Guarantee Party immediately prior to any such payment shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from the Agents or any other Secured Party (other than Lender Counterparties) as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guaranteed Obligations. Subject to the other provisions of this Section 1, upon the failure of any proceeding under Guarantee Party to pay any Debtor Relief Laws naming such Person of the Guaranteed Obligations when and as the debtor in such proceeding. The foregoing indebtednesssame shall become due, liabilities and other obligations each Guarantor will promptly upon written demand by each of the BorrowerAgents pay, and all other indebtedness, liabilities and obligations or cause to be paid or performed by paid, in cash, to the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14)Agents for the ratable benefit of Secured Parties, shall hereinafter be collectively referred an aggregate amount equal to as the “aggregate of the unpaid Guaranteed Obligations.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed PartiesLender, and their respective its successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Company to the Guaranteed Parties Lender under or in connection with the Term Letter Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the LoansLoan, all interest accrued thereon, all fees due under the Term Letter Loan Agreement and all other amounts payable by the Borrower Company to the Guaranteed Parties thereunder, Lender thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower Company or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the BorrowerCompany, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 1415), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor The Guarantors hereby severally absolutelyjointly and severally, unconditionally and irrevocably guarantees for the Guaranteed Partiesirrevocably, guarantee to Lender and their its respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Company to the Guaranteed Parties Lender under or in connection with the Term Loan AgreementNote (each a “Document” and, collectively, the Term Notes and the other Loan “Documents”), including all unpaid principal of the Loansprincipal, all interest accrued thereon, all fees due under the Term Loan Agreement to Lender and all other amounts payable by the Borrower Company to the Guaranteed Parties thereunder, Lender thereunder or in connection therewith, and in connection including interest that accrues after the commencement by or against Company of any action, case or proceeding involving insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or dissolution under any applicable laws with any other Loan Documentrespect thereto (an “Insolvency Proceeding”). The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, regardless of by what instrument, agreement, contract or entry in Lender’s accounts they may be evidenced, or whether evidenced by any instrument, agreement, contract or entry in Lender’s accounts, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable under the Bankruptcy Reform Act of 1978 (the “Bankruptcy Code”) or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceedingsf-2795824 other applicable law. The foregoing indebtedness, liabilities and other obligations of the BorrowerCompany, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 1411 hereof), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each The Limited Guarantor hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all (performance and not merely as a lesser or proportional part ofguaranty of collection, prompt payment at all times of all Obligations with respect to the Revolving Credit Facility, (i) the indebtednessincluding any outstanding Revolving Credit Loans (including all renewals, liabilities extensions, amendments, restatements and other obligations modifications thereof) and earned interest and fees in relation thereto as set forth in the Credit Agreement (including any interest paid-in-kind or deferred, any commitment fees, the fees set forth in Section 2.09(c) of the Borrower (now existing or hereafter arising) Credit Agreement and any other consent fees and the fees set forth under Section 2.09(d), including to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due extent earned under the Term Loan Existing Credit Agreement and all other amounts payable by (but as may be limited to any explicit waiver in effect under the Borrower to the Guaranteed Parties thereunder, in connection therewithCredit Agreement), and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and each case whether recovery upon such indebtedness, indebtedness and liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Limited Guarantor or the Borrower under any Debtor Relief LawLaws, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtednessLaws, liabilities but (ii) excluding contingent obligations and other obligations of the BorrowerL/C Borrowings (collectively, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”); provided that the Limited Guarantor shall have no liability to make any payment under this Section 2(a) until the occurrence of a Guarantee Event; provided further that if the only Guarantee Event that has occurred is a Guarantee Event under clause (e) of the definition thereof, the Limited Guarantor shall only be required to make payments of the Guaranteed Obligations under the Loan Documents when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise;

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed PartiesAgent and the Banks, and their respective successors, endorsees, transferees transferees, assigns and assignsSubstitutes, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties Agent and the Banks under or in connection with the Term Loan Agreement, the Term Notes Facility Agreement and the other Loan Documents, including all unpaid principal of the LoansAdvances, all interest accrued thereon, all fees due under the Term Loan Facility Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, Agent and the Banks thereunder or in connection therewith, and in connection with any other Loan Document. The terms “"indebtedness,” “" "liabilities” " and “"obligations” " are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, together with interest thereon at the contract rate (whether before or after the commencement of any Insolvency Proceeding with respect to the Borrower), and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by Bankruptcy Code or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceedingother applicable law. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1417), shall hereinafter be collectively referred to as the “Guaranteed "Subject Obligations.”"

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for In order to induce the Guaranteed Parties, and their respective successors, endorsees, transferees and assignsBeneficiaries to extend credit to the Company pursuant to the Purchase Agreement, the Guarantor irrevocably and unconditionally guaranties, as primary obligor and not merely as surety, the due and punctual payment in full and prompt payment of all Guarantied Amounts (as hereinafter defined) when due (the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan DocumentBankruptcy Code). The terms term “indebtedness,Guarantied Amounts” “liabilities” and “obligations” are is used herein in their its most comprehensive sense and include without limitation includes any and all obligations of Company in respect of notes, advances, borrowings, loans, debts, obligations interest, fees, costs, expenses (including, without limitation, legal fees and liabilitiesexpenses of counsel and allocated costs of internal counsel), indemnities and liabilities of whatsoever nature now or hereafter made, incurred or created, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined whether due or undeterminednot due, and whether recovery upon however arising under or in connection with the Purchase Agreement, the Securities, this Guaranty and the other Related Documents, including those arising under successive borrowing transactions under the Purchase Agreement which shall either continue such indebtedness, liabilities obligations of the Company or from time to time renew them after they have been satisfied. The Guarantor acknowledges that the Guarantied Amounts are being incurred for and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under will inure to the benefit of the Guarantor. Any returns on any Debtor Relief Law, and including interest portion of the Guarantied Amounts that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Company (or, if returns on any portion of the Guarantied Amounts ceases to accrue by operation of law by reason of the commencement of said proceeding, such returns as would have accrued on such portion of the Guarantied Amounts if said proceeding had not been commenced) shall be included in the Guarantied Amounts because it is the intention of the Guarantor and the Beneficiaries that the Guarantied Amounts should be determined without regard to any rule of law or against order that may relieve the Borrower Company of any portion of such Guarantied Amounts. In the event that all or any Affiliate thereof portion of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtednessGuarantied Amounts is paid by the Company, liabilities and other the obligations of the BorrowerGuarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and all any such payments that are so rescinded or recovered shall constitute Guarantied Amounts. Subject to the other indebtednessprovisions of this Section 1, liabilities upon the failure of the Company to pay any of the Guarantied Amounts when and obligations as the same shall become due, the Guarantor will upon demand pay, or cause to be paid or performed by paid, in cash, to the Guarantors Beneficiaries, an amount equal to the aggregate of the unpaid Guarantied Amounts. Such payments shall be made in connection accordance with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsapplicable provisions of the Purchase Agreement.”

Guaranty. (a) (i) Each Guarantor (other than the Borrower) hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Partiespunctual payment and performance, and their respective successorswhen due, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise, of all Secured Obligations, whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts owing in respect of Letter of Credit Obligations, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Subsidiary Guaranteed Exhibit C - Form of Guaranty Agreement Obligations”) and (ii) the Borrower hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Banking Services Obligations and all Swap Obligations (other than Excluded Swap Obligations) of the other Credit Parties, whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the “Borrower Guaranteed Obligations”, and together with the Subsidiary Guaranteed Obligations, the “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all (and not merely a lesser or proportional amounts that constitute part of) the indebtedness, liabilities and other obligations of the Borrower (now existing Guaranteed Obligations or hereafter arising) to the Subsidiary Guaranteed Parties under or in connection with the Term Loan AgreementObligations, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewithas applicable, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may would be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement owed by or against the Borrower or any Affiliate thereof other Credit Party to the Secured Parties but for the fact that they are unenforceable or not allowable due to insolvency or the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower or any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed ObligationsCredit Party.”

Guaranty. Each Guarantor hereby jointly and severally, unconditionally, absolutely, continually and irrevocably guarantees to the Administrative Agent for the benefit of the Guaranteed Parties the payment and performance in full of the Guaranteed Liabilities (as defined below). For all purposes of this Guaranty Agreement, “Guaranteed Liabilities” means: (a) Each Guarantor hereby severally absolutelythe Company’s prompt payment in full, unconditionally when due or declared due and irrevocably guarantees for at all such times, of all Obligations and all other amounts pursuant to the terms of the Credit Agreement, the Notes and all other Loan Documents heretofore, now or at any time or times hereafter owing, arising, due or payable from the Company to any one or more of the Guaranteed Parties, including principal, interest, premiums and their respective successorsfees (including all actual and reasonable fees and out-of-pocket expenses of counsel (collectively, endorsees“Attorneys’ Costs”); and (b) the Company’s prompt, transferees full and assignsfaithful Form of Guaranty performance, observance and discharge of each and every agreement, undertaking, covenant and provision to be performed, observed or discharged by the Company under the Credit Agreement, the full Notes and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other Loan Documents. The Guarantors’ obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall Agreement are hereinafter be collectively referred to as the “Guarantors’ Obligations” and, with respect to each Guarantor individually, the “Guarantor’s Obligations”. Notwithstanding anything to the contrary contained herein, the liability of each Guarantor individually with respect to its Guarantor’s Obligations shall be limited to the greater of: (a) the ‘reasonably equivalent value,’ received by such Guarantor or any of its Subsidiaries arising out of the Loan Documents (including, without limitation, repayment of intercompany or third party debt of, investments made in, and capital contributions, advances and loans made to, such Guarantor or any of its Subsidiaries, directly or indirectly, by the Company or any other Subsidiary with, or as a direct or indirect result of obtaining, the proceeds of any credit extended under the Loan Documents) in exchange for or in connection with such Guarantor’s guaranty of the Obligations, and (b) 95% of the excess of (i) a ‘fair valuation’ of the amount of the assets and other property of such Guarantor and its Subsidiaries taken as a whole as of the applicable date of determination of the incurrence of such Guarantor’s obligations hereunder over (ii) a ‘fair valuation’ of such Guarantor’s and its Subsidiaries’ debts taken as a whole as of such date, but excluding liabilities arising under this Guaranty Agreement and excluding all liabilities owing by such Guarantor and its Subsidiaries taken as a whole to the Company or any other Subsidiary or otherwise subordinated to such Guarantor’s obligations hereunder, it being understood that a portion of such indebtedness owing to the Company shall be discharged on a dollar-for-dollar basis in an amount equal to the amount paid by such Guarantor hereunder. The meaning of the terms ‘reasonably equivalent value’ and ‘fair valuation,’ and the calculations of assets and other property and debts, shall be determined in accordance with the applicable federal and California state laws in effect on the date hereof governing the determination of the insolvency of a debtor and to further the intent of all parties hereto to maximize the amount payable by any Guarantor without rendering it insolvent or leaving it with an unreasonably small amount of capital in relation to its business, in either case, at the applicable date for the determination of the incurrence of its obligations hereunder; provided, however, that each Guarantor agrees, to the maximum extent permitted by law, that ‘fair valuation’ of such Guarantor’s and its Subsidiaries’ assets and other properties means the fair market sales price as would be obtained in an arms’-length transaction between competent, informed and willing parties under no compulsion to sell or buy or collections thereof obtained in the ordinary course of business and ‘fair valuation’ of its debts means the amount, in light of the applicable circumstances, at the time, for which such Guarantor or its Subsidiaries is liable for matured known liquidated liabilities or would reasonably be expected to become liable on contingent or unliquidated liabilities as they mature and taking into consideration the nature of any such contingency and the probability that liability would be imposed. Each Guarantor agrees that it is jointly and severally, directly and primarily liable (subject to the limitation in the immediately preceding sentence) for the Guaranteed ObligationsLiabilities.”

Guaranty. (a) Each The Guarantor hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand demand, or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation at all times thereafter, of any and all advances, debts, obligations and liabilitiesof the Senior Secured Obligations, whether now existing or hereafter arisingarising of every kind, whether voluntary nature and character, direct or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses, or otherwise (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, indebtedness and liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief LawLaws”), and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness(collectively, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). The Collateral Agent’s and each of the other Secured Party’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations, absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity, or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection, or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.”

Guaranty. (ai) Each US Subsidiary Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) US Borrowers to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the US Borrowers to the Guaranteed Parties thereunder or in connection therewith (collectively, the “US Guaranteed Obligations”) and (ii) each Guarantor hereby unconditionally and irrevocably guarantees to the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the European Borrower to the Guaranteed Parties thereunder, in connection therewith, and under or in connection with any the Credit Agreement, the Notes and the other Loan DocumentDocuments, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the European Borrower to the Guaranteed Parties thereunder or in connection therewith (collectively, the “European Guaranteed Obligations”). The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower Borrowers or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the BorrowerBorrowers, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 1415), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor The Parent hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) , and at all times thereafter, of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilitiesObligations, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, under the Credit Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, liabilities and obligations Obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Parent or any Credit Party under Debtor Relief LawLaws, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof Credit Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness(collectively, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). Any Lender Party’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Parent and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Parent under this Guaranty, and the Parent hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Parent hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar United States federal or state law, or applicable foreign law. Notwithstanding the foregoing, the Guaranteed Obligations shall not include any Excluded Swap Obligations.”

Guaranty. (a) Each Guarantor hereby severally absolutely, of the Guarantors unconditionally and irrevocably irrevocably, jointly and severally, guarantees for to the Guaranteed PartiesAdministrative Agent, the Joint Lead Arrangers, the L/C Issuer and the Lenders, and their respective successors, endorseesendorsers, transferees and assignsassigns (the “Guaranteed Persons”), the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Holdings to the any Guaranteed Parties under Person, whether arising out of or in connection with the Term Loan this Agreement, the Term Notes and the any other Loan DocumentsDocument 116 Table of Contents or otherwise, including all unpaid principal of the Loans, all L/C Obligations, all interest accrued thereon, all fees due under the Term Loan this Agreement and all other amounts payable by the Borrower Holdings to the any Guaranteed Parties thereunder, Person thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by Bankruptcy Code or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceedingother applicable law. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), Holdings shall hereinafter be collectively referred to as the “Guaranteed Obligations.”” The Guaranteed Obligations include interest which, but for an Insolvency Proceeding, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Holdings for such interest in any such Insolvency Proceeding.

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for To induce the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, Company to enter into the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Merger Agreement, the Term Notes Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the other Loan DocumentsCompany, including all unpaid principal on the terms and subject to the conditions set forth herein, the payment, if and when due pursuant to the terms and conditions of the LoansMerger Agreement, all interest accrued thereon, all fees due under of (i) the Term Loan Parent Termination Fee when required to be paid by Parent pursuant to and in accordance with Section 11.04(b)(ii) of the Merger Agreement and all other amounts payable by the Borrower or (ii) any monetary damages of Parent or Merger Sub owed to the Guaranteed Parties thereunder, in connection therewithCompany pursuant to, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advancesaccordance with, debts, obligations and liabilities, whether now existing Section 10.02 or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations Section 11.04(d) of the Borrower, and all other indebtedness, liabilities and obligations Merger Agreement when required to be paid by Parent or performed by Merger Sub, subject to the Guarantors limitations set forth in connection with this Guaranty the Merger Agreement, including Section 11.04 thereof (including any clauses (i) and all amounts due under Section 14(ii), shall hereinafter be collectively referred to as collectively, the “Guaranteed Obligations”); provided, however, notwithstanding anything to the contrary set forth in this Guaranty, the Merger Agreement, the Equity Financing Commitment or any other agreement contemplated hereby or thereby, in no event will the liability of the Guarantor pursuant to this Guaranty exceed $15,600,000 (the “Maximum Liability Cap”), it being understood that in no event may this Guaranty be enforced without giving effect to the Maximum Liability Cap. The Company hereby agrees that (i) the Guarantor will in no event be required to pay an amount in excess of the Maximum Liability Cap under or in respect of this Guaranty, or to pay any amounts under, or in respect of, or in connection with, this Guaranty, the Merger Agreement or the transactions contemplated thereby or otherwise other than as expressly set forth herein or in the Equity Financing Commitment, and (ii) none of the Guarantor, Parent, Merger Sub or any of their respective Affiliates (each of the foregoing, including Guarantor, a “Parent Party”) will have any obligation or liability to any Person relating to, arising out of or in connection with, this Guaranty, other than as expressly set forth herein.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to (a) the Lessor and (b) to the extent of Lessee's obligations to the Indemnitees, the Indemnitees, the prompt payment and performance of all obligations of Lessee under the Guaranteed PartiesAgreements (all of the foregoing obligations and undertakings are collectively referred to hereinafter as the "GUARANTEED OBLIGATIONS"). This Guaranty is an irrevocable, absolute, present, primary, continuing, unlimited and their respective successors, endorsees, transferees and assigns, unconditional promise with respect to the full and prompt punctual payment and performance by Lessee of each of the Guaranteed Obligations, and is not a promise of collectibility only, and is in no way conditional upon the requirement that Lessor first attempt to collect payment or demand performance from Lessee or that Lessor resort to any security or other means of obtaining such payment or performance or upon any other contingency. If for any reason (i) any such sums shall not be paid promptly by Lessee when due or (ii) any such covenant, agreement, term or condition is not performed or observed by Lessee in accordance with any Guaranteed Agreement, Guarantor shall, without notice or demand of any nature, pay the same by wire transfer of immediately available federal funds to the Person or Persons entitled thereto pursuant to the provisions of said instruments and shall perform and observe or cause to be promptly performed and observed every such covenant, agreement, term and condition, in each case regardless of (i) any defenses or rights of set-off or counterclaims which Guarantor or Lessee may have or assert (other than a defense of payment), (ii) whether at stated maturity, by required prepayment, declaration, acceleration, demand Lessor shall have taken any steps to enforce any rights against Lessee or otherwise) of all (and not merely any other remedy thereunder as a lesser or proportional part of) the indebtedness, liabilities and other obligations result of the Borrower default of Lessee thereunder and (now existing iii) any other event, condition, contingency or hereafter arising) circumstance whatsoever. Guarantor also agrees to pay to such Persons such further amounts as shall be sufficient to cover the costs and expenses of collecting such sums or any part thereof, or of otherwise enforcing or protecting the rights of such Persons under the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes Agreements and the other Loan Documentsthis Guaranty, including reasonable fees and expenses of its attorneys and to Lessor and its attorneys for all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, services rendered in that connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such related proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor The Guarantor, as primary obligor and not -------- merely as surety, hereby severally absolutely, irrevocably and unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt punctual payment when due (due, whether at stated maturityStated Maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) , of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations Obligations of the Borrower (Company now existing or hereafter arising) to existing under this Indenture whether for Principal of or interest on the Notes, expenses, indemnification or otherwise (all such Obligations guaranteed hereby by the Guarantor being the "Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal Obligations"). The guaranty of the Loans, all interest accrued thereon, all fees due Guarantor under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used this Article XI is herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “"Non-Recourse Guaranty." Notwithstanding anything herein to the contrary, the Guarantor's liability under this Article XI and Article X shall be limited to the Collateral and the proceeds realized by the Trustee upon the sale or other realization of such Collateral, it being understood that it is the intention of the foregoing that this Non-Recourse Guaranty otherwise is a non-recourse obligation of the Guarantor and that the Trustee's and the Holders' rights to recover against the Guarantor hereunder shall be limited solely to the Collateral and the proceeds realized by the Trustee upon the sale or other realization of Collateral pledged pursuant to Article X. Subject to the limited recourse set forth in the immediately preceding paragraph, the Guarantor agrees to pay, in addition to the amount stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Article XI with respect to the Guarantor. Without limiting the generality of the foregoing, this Non-Recourse Guaranty guarantees, to the extent provided herein, the payment of all amounts which constitute part of the Guaranteed ObligationsObligations and would be owed by the Company under this Indenture or the Notes but for the fact that they are unenforce- able or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, Bank the full and prompt punctual payment by the Borrower, when due (due, whether at the stated maturitydue date, by required prepayment, declaration, acceleration, demand acceleration or otherwiseotherwise of all Obligations (as defined below) of all the Borrower, howsoever created, arising or evidenced, voluntary or involuntary, whether direct or indirect, absolute or contingent now or hereafter existing or owing to the Bank, (collectively, the "Guaranteed Obligations"). This Guaranty is an absolute, unconditional, continuing guaranty of payment and not merely of collection of the Guaranteed Obligations and includes Guaranteed Obligations arising from successive transactions which shall either continue such Guaranteed Obligations or from time to time renew such Guaranteed Obligations after the same has been satisfied. This Guaranty is in no way conditioned upon any attempt to collect from the Borrower or upon any other event or contingency, and shall be binding upon and enforceable against the Guarantor without regard to the validity or enforceability of any document, instrument or agreement evidencing or governing the Obligations or any other agreement or instrument executed in connection therewith (including, without limitation, this Guaranty) or contemplated thereby (each, a lesser "Loan Document" and, collectively, the "Loan Documents"). If for any reason the Borrower shall fail or proportional part ofbe unable duly and punctually to pay any of the Guaranteed Obligations (including, without limitation, amounts that would become due but for the operation of the automatic stay under Section 362(a) of the indebtednessBankruptcy Code, 11 U.S.C. 362(a)), the Guarantor will forthwith pay the same, in cash, immediately upon demand. As used herein "Obligations" shall mean all obligations, liabilities and other obligations indebtedness of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilitiesBank, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not duecreated, absolute or contingent, liquidated direct or unliquidatedindirect, determined due or undeterminednot, whether created directly or acquired by assignment or otherwise, including, without limitation, the Loan and the payment and performance of all other obligations, liabilities, and whether recovery upon such indebtednessindebtedness of the Borrower to the Bank under the Loan Documents, liabilities including without limitation all fees, costs, expenses and indemnity obligations may be or hereafter become unenforceable or thereunder. In the event any Loan Document shall be an allowed terminated as a result of the rejection thereof by any trustee, receiver or disallowed claim under liquidating agent of the Borrower or any Debtor Relief Lawof its properties in any bankruptcy, insolvency, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar proceeding, the Guarantor's obligations hereunder shall continue to the same extent as if such Loan Document had not been so rejected. The Guarantor agrees to pay all costs, expenses (including, without limitation, attorneys' fees and including interest disbursements) and damages incurred in connection with the enforcement of the Guaranteed Obligations of the Borrower to the extent that accrues after such costs, expenses and damages are not paid by the commencement Borrower pursuant to the respective Loan Documents. The Guarantor further agrees that if any payment made by the Borrower or the Guarantor to the Bank on any Guaranteed Obligation is rescinded, recovered from or repaid by the Bank, in whole or in part, in any bankruptcy, insolvency or similar proceeding instituted by or against the Borrower or Guarantor, this Guaranty shall continue to be fully applicable to such Guaranteed Obligation to the same extent as though the payment so recovered or repaid had never originally been made on such Guaranteed Obligation regardless of, and, without giving effect to, any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations discharge or release of the Borrower, and all other indebtedness, liabilities and Guarantor's obligations to be paid or performed hereunder granted by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as Bank after the “Guaranteed Obligationsdate hereof.”

Guaranty. (a) Each Guarantor hereby severally absolutelyTherefore, unconditionally and irrevocably guarantees for the Guaranteed Partiesvalue received, and their respective successorsin consideration of any loan, endorseesadvance or financial accommodation of any kind whatsoever heretofore, transferees now or hereafter made, given or granted to Borrower by Agent or any Lender pursuant to the Loan Documents, each Guarantor jointly and assignsseverally, as primary obligor, hereby unconditionally guaranties the full and prompt payment when due (due, whether at stated maturitymaturity or earlier, by required prepayment, declaration, acceleration, demand reason of acceleration or otherwise, and at all times thereafter, of all Obligations (as defined in the Credit Agreement) of all (and not merely a lesser Borrower, howsoever created, arising or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilitiesevidenced, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated joint or unliquidatedseveral, determined now or undeterminedhereafter existing, or due or to become due, and howsoever owned, held or acquired by Agent or any Lender including without limitation any amounts which would become due but for the operation of the automatic stay under Section 362(a) of Chapter 11 of Title 11 of the United States Code (11 U.S.C. Section 101 et seq.), as amended (the "Bankruptcy Code"), or the operation of Sections 502(b) and 506(b) of the Bankruptcy Code or any other provision of the Bankruptcy Code after the commencement of any Insolvency Proceeding with respect to Borrower, regardless of whether recovery upon such interest is allowed by the court having jurisdiction over such proceedings (all such indebtedness, liabilities and obligations may be being hereinafter referred to as "Borrower's Obligations"). Each Guarantor further jointly and severally agrees to pay all reasonable costs and expenses including, without limitation, all court costs and reasonable Attorney Costs paid or hereafter become unenforceable incurred by Agent or any Lender in endeavoring to collect all or any part of Borrower's Obligations from, or in prosecuting any action against, any Guarantor. Each Guarantor hereby agrees that its obligations under this Master Corporate Guaranty shall be an allowed unconditional, irrespective of (i) the validity or disallowed claim under enforceability of Borrower's Obligations or any Debtor Relief Lawpart thereof, and including interest that accrues after or of any Loan Documents, (ii) the commencement by or against the absence of any attempt to collect Borrower's Obligations from Borrower or any Affiliate thereof other guarantor or other action to enforce the same, (iii) the waiver or consent by Agent or any Lender with respect to any provision of any Loan Document, (iv) the failure by Agent to take any steps to perfect and maintain its Lien on, or to preserve its rights to, any security or collateral for Borrower's Obligations, (v) Agent's election, in any proceeding instituted under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations Bankruptcy Code of the Borrowerapplication of Section 1111(b)(2) of the Bankruptcy Code, and all other indebtedness(vi) any borrowing or grant of a Lien by Borrower as debtor-in-possession, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14)364 of the Bankruptcy Code, shall hereinafter be collectively referred to as (vii) the “Guaranteed disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of Agent's or any Lender's claim(s) for repayment of Borrower's Obligations, or (viii) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of Borrower or a guarantor.”

Guaranty. (a) Each Guarantor The Guarantors hereby jointly and severally absolutely, and unconditionally and irrevocably guarantees for guarantee to the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether Form of Guaranty at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arisingi) to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, thereunder or in connection therewith, (ii) to the Swap Providers arising under any Swap Contract, including obligations and liabilities arising in connection with or as a result of early termination of any other Loan DocumentSwap Contract, whether or not occurring as a result of a default thereunder, and (iii) to the Cash Management Providers arising under any Cash Management Agreement. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws Insolvency Proceeding naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 1415), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Subsidiary Guarantor hereby irrevocably, absolutely and unconditionally jointly and severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, unto each Beneficiary (i) the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreementprincipal of, the Term Notes and the other Loan Documentspremium, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable due with respect to, the Notes from time to time outstanding, as and when such amounts shall become due and payable, whether by the Borrower lapse of time, upon redemption, prepayment or purchase, by extension or by acceleration or declaration or otherwise (including (to the Guaranteed Parties extent legally enforceable) interest due on overdue payments of principal, premium or interest at the rate set forth in the Notes or any other amounts due thereunder) in coin or currency of the United States of America which at the time of payment or demand therefor shall be legal tender for the payment of public and private debts, (ii) the full and prompt payment, performance and observance by Pulitzer and STL Post-Dispatch of all other obligations, covenants, conditions and agreements contained in the Note Agreement, the Notes or any other Transaction Document, including, without limitation, the Note Obligations, and (iii) the full and prompt payment, upon demand by any Beneficiary, of all costs and expenses (including reasonable attorneys’ fees), if any, as shall have been expended or incurred in the protection or enforcement of any rights, privileges or liabilities under the Note Agreement, the Notes or any other Transaction Document or in the protection or enforcement of any rights, privileges or liabilities under this Subsidiary Guaranty Agreement or in any consultation or action in connection therewiththerewith or herewith (all such obligations, covenants, conditions and agreements described in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty clauses (including any and all amounts due under Section 14i), shall (ii) and (iii) being hereinafter be collectively referred to as the “Guaranteed Obligations”). Each Subsidiary Guarantor hereby acknowledges and agrees that its liability hereunder is joint and several with any other Person(s) who may guarantee the obligations and indebtedness under and in respect of the Notes, the Note Agreement and the other Transaction Documents.”

Guaranty. Each of the undersigned (a) Each Guarantor each a “Subsidiary Guarantor”), hereby severally absolutelyjointly and severally, unconditionally and irrevocably guarantees for the Guaranteed Partiesunconditionally, and their respective successorsirrevocably, endorseesas primary obligor and not merely as surety, transferees and assigns, guarantees the full and prompt payment when due due, whether by acceleration or otherwise, and at all times thereafter, of (a) the principal and interest (whether at stated maturity, by required prepayment, declaration, acceleration, demand such interest is allowed as a claim in a bankruptcy proceeding with respect to the Company or otherwise) of each Loan made under the Credit Agreement to the Company, together with all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations (including obligations which, but for the automatic stay under Section 362(a) of the Borrower United States Bankruptcy Code, would become due) and liabilities (including indemnities, fees and interest thereon) of the Company to the Administrative Agent or any Lender now existing or hereafter arising) to the Guaranteed Parties under incurred under, arising out of or in connection with the Term Loan Agreement, the Term Notes and the Credit Agreement or any other Loan Documents, as the same may be amended, modified, restated, extended or renewed from time to time, (b) all obligations (including all unpaid principal obligations which, but for the automatic stay under Section 362(a) of the LoansUnited States Bankruptcy Code or similar proceeding under applicable law, all interest accrued thereon, all fees due would become due) of the Company or any Subsidiary (other than such Subsidiary Guarantor) owing under any Hedging Agreement between the Term Loan Company or such Subsidiary and any Lender Party (as defined below) so long as such Lender Party participates in such Hedging Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunderits subsequent assigns, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilitiesif any, whether now existing in existence or hereafter arising, whether voluntary arising and (c) all reasonable and documented out-of-pocket costs and expenses paid or involuntary and whether due incurred by the Administrative Agent or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon any other Lender Party in enforcing this Guaranty against such indebtedness, liabilities and undersigned (all such obligations may be or hereafter become unenforceable or being herein collectively called the “Liabilities”); provided that (x) the liability of each of the undersigned hereunder shall be limited to the maximum amount of the Liabilities which such undersigned may guaranty without violating any fraudulent conveyance or fraudulent transfer law and (y) the Liabilities of any Subsidiary Guarantor shall not include Excluded Swap Obligations of such Subsidiary Guarantor. As used herein, “Lender Party” means (a) the Administrative Agent, each Lender, each Issuing Lender and each Swing Line Lender, (b) each Person (other than the Company or any of its Subsidiaries) which is a party to a Hedging Agreement with the Company or any Subsidiary if (i) such Hedging Agreement is in effect on the Restatement Date and (ii) such Person is, on the Restatement Date, a Lender or an allowed Affiliate of a Lender and (c) each Person (other than the Company or disallowed claim under any Debtor Relief Law, and including interest that accrues of its Subsidiaries) which is a party to a Hedging Agreement with the Company or any Subsidiary if (i) such Hedging Agreement is entered into after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming Restatement Date and (ii) such Person as is, or at the debtor in time of entry into such proceeding. The foregoing indebtednessHedging Agreement was, liabilities and other obligations a Lender or an Affiliate of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsa Lender.”

Guaranty. (a) Each Guarantor hereby severally absolutely, of the Guarantors unconditionally and irrevocably irrevocably, jointly and severally, guarantees for to the Guaranteed PartiesAgent, the Issuing Lender, any Bank Product Provider and the Lenders, and their respective successors, endorseesendorsers, transferees and assignsassigns (the “Guaranteed Persons”), the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations (including the Obligations) of the any Borrower (now existing or hereafter arising) to the any Guaranteed Parties under Person, whether arising out of or in connection with the Term Loan this Agreement, the Term Notes and the any other Loan DocumentsDocument or otherwise, including all unpaid principal of the Loans, all L/C Obligations, all interest accrued thereon, all fees due under the Term Loan this Agreement and all other amounts payable by the any Borrower to the any Guaranteed Parties thereunder, Person thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” 131 and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by Bankruptcy Code or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceedingother applicable law. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), the Obligations) of Borrowers shall hereinafter be collectively referred to as the “Guaranteed Obligations”; provided, that anything to the contrary contained in the foregoing notwithstanding, the Guaranteed Obligations of any Guarantor shall exclude its Excluded Swap Obligations. The Guaranteed Obligations include interest which, but for an Insolvency Proceeding, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against any Borrower for such interest in any such Insolvency Proceeding.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt punctual payment when due (due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, declaration, acceleration, demand or otherwise) , of all Obligations of MTH, MTMHD, MTBV, MTAG, MTF, MTL, MTGH any additional Revolving Borrower which becomes a party hereto pursuant to Section 2.16 and each Subsidiary Swingline Borrower, including any additional Subsidiary Swingline Borrower which becomes a party hereto pursuant to Section 2.14 (and not merely a lesser or proportional part ofcollectively, the “Designated Borrowers”) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties existing under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal respect of the LoansLoan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all interest accrued thereonof the foregoing Obligations of the Designated 124 Borrowers), all fees due under whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the Term Loan Agreement “Guaranteed Obligations”), and agrees to pay any and all other amounts payable expenses (including, without limitation, Attorney Costs) incurred by the Borrower to the Guaranteed Parties thereunder, Administrative Agent or any other Lender in connection therewith, and in connection with enforcing any rights under this Guaranty or any other Loan Document. The terms “indebtedness,” “liabilities” Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and “obligations” would be owed by any Designated Borrower to any Lender under or in respect of the Loan Documents but for the fact that they are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due unenforceable or not dueallowable due to the existence of a bankruptcy, absolute reorganization or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any similar proceeding under any Debtor Relief Laws naming Law involving such Person as Designated Borrower. The Guarantor further agrees that if payment in respect of any Guaranteed Obligation shall be due in a currency other than Dollars and/or at a place of payment other than in the debtor United States and if, by reason of any adoption of, or change in, any law or regulation, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Guaranteed Obligation in such proceeding. The foregoing indebtednesscurrency or at such place of payment shall be impossible, liabilities and other obligations then, at the election of the BorrowerAdministrative Agent, the Guarantor shall make payment of such Guaranteed Obligation in Dollars (based upon the applicable Spot Rate in effect on the date of payment) and/or at the appropriate United States address of the Administrative Agent, and, as a separate and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14)independent obligation, shall hereinafter be collectively referred to indemnify the Administrative Agent, each L/C Issuer and each Lender (or its Affiliate) against any losses or reasonable out-of-pocket expenses that it shall sustain as the “Guaranteed Obligationsa result of such alternative payment.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to each of the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the each such Guaranteed Parties under Party, whether created under, arising out of or in connection with any of the Term Loan Agreement, the Term Notes and the other Loan Credit Documents, including all unpaid principal Obligations (as independently defined in each of the Loans, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower Note Purchase Agreement); and any obligations under any Specified Swap Agreement to the Guaranteed Parties thereunder, in connection therewith, and in connection with extent arising out of any other Loan Documentone or more Specified Swap Contracts. The terms “"indebtedness,” “" "liabilities” " and “"obligations” " are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become becomes unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by Bankruptcy Code or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceedingother applicable law. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1415), shall hereinafter be collectively referred to as the “"Guaranteed Obligations.”"

Guaranty. (a) Each Guarantor hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise, and at all times thereafter, subject to the Liability Cap (defined below) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advancesexisting and future indebtedness and liabilities of every kind, debtsnature and character, obligations and liabilities, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to Agent and the Lenders under the Credit Agreement and the other Loan Documents, including, but not limited to all “Obligations” (as defined in the Credit Agreement) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by Agent and the Lenders in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, indebtedness and liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against a Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief LawLaws”), and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness(collectively, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”); provided, however, notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of the Guarantors hereunder shall in no event exceed $4,000,000 (the “Liability Cap”). The Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor and conclusive, absent manifest error, for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing, save and except for the defense of payment to the extent, and solely with respect to, amounts that have been indefeasibly paid, and required obligations that have been performed, in each case, in full in accordance with the Credit Agreement.”

Guaranty. (a) Each Guarantor The Guarantors each hereby severally jointly and severally, absolutely, unconditionally and irrevocably guarantees guarantee for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the each Borrower (now existing or hereafter arisingarising pursuant to Section 2.14 of the Credit Agreement) to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all amounts owing in respect of L/C Obligations, all fees due under the Term Loan Credit Agreement and all other amounts payable by the each Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the any Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the each Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed Parties, and their respective successors, endorsees, transferees successors and permitted assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Designated Borrowers to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement thereon and all other amounts payable by the Borrower Designated Borrowers to the Guaranteed Parties thereunder, thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof Loan Party of any proceeding under any Debtor Relief Laws Insolvency Proceeding naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the BorrowerDesignated Borrowers, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1413), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor hereby severally absolutelyThe Guarantors, jointly and severally, absolutely and unconditionally and irrevocably guarantees guarantee to the Agent, for the Guaranteed Partiesbenefit of the Lenders and itself as Agent, that the Borrowers will promptly perform and observe every agreement and condition contained in that certain Credit Agreement dated of even date herewith among the Borrowers and the Agent and the lending institutions which from time to time become a party thereto (individually a "Lender" and collectively the "Lenders"), and their respective successors, endorsees, transferees as the same may be amended from time to time (the "Credit Agreement") and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (documents executed in connection therewith now existing or hereafter arising) to existing, arising directly between the Guaranteed Parties under Borrowers or in connection with the Term Loan Agreement, the Term Notes Guarantors and the other Loan DocumentsLenders or Agent or acquired outright, including all unpaid principal of the Loansconditionally, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable as a participation or as collateral security from another by the Borrower to the Guaranteed Parties thereunderLenders or Agent, in connection therewithabsolute or contingent, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advancesjoint and/or several, debtssecured or unsecured, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute contractual or contingenttortuous, liquidated or unliquidated, determined arising by operation of law or undeterminedotherwise, direct or indirect (a "Credit Arrangement") to be performed or observed by the Borrowers, that all sums stated to be payable in, or which become payable under the Credit Agreement or any Credit Arrangement, will be promptly paid in full when due, whether at maturity or earlier by reason of acceleration or otherwise, or, if now due, when payment thereof shall be demanded by Agent, together with interest and any and all legal and other costs and expenses paid or incurred in connection therewith by Agent and/or the Lenders (collectively, the "Guaranteed Obligations"), and, in case of one or more extensions of time of payment or renewals, in whole or in part, under the Credit Agreement or of any Credit Arrangement or obligation, that the same will be promptly paid or performed when due, according to each such extension or renewal, whether at maturity or earlier by reason of acceleration or otherwise. The Guarantors agree that, as between the Guarantors and Agent, the Guaranteed Obligations may be declared to be due and payable for purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any such declaration as against any Borrower and that, in the event of any such declaration (or attempted declaration), the Guaranteed Obligations (whether or not due and payable by the Borrowers) shall forthwith become due and payable by the Guarantors for purposes of this Guaranty. The Guarantors further guarantee that all payments made by the Borrowers to Agent for the benefit of the Lenders or itself as Agent of any Guaranteed Obligation will, when made, be final and agrees that if any such payment is recovered from, or repaid by, Agent or any of the Lenders in whole or in part by reason of any bankruptcy, insolvency or similar proceeding instituted by or against any Borrower, this Guaranty shall continue to be fully applicable to such obligation to the same extent as though the payment so recovered or repaid had never been originally made on such obligation. The Guarantors, and by their acceptance of this Guaranty, the Agent and each other Lender, hereby confirm that it is the intention of all such parties that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law which may be applicable to this Guaranty. To effectuate the foregoing intention, the Agent, the other Lenders and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of the Guarantors under this Guaranty shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantors that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other guarantor of the Guaranteed Obligations, result in the Guaranteed Obligations of the Guarantors under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors. This is a guaranty of payment and performance and not a guaranty of collection only. This Guaranty is enforceable irrespective of the validity, regularity or enforceability of any instrument, writing or arrangement relating to the Credit Agreement or the subject of a Credit Arrangement or the obligations thereunder and irrespective of any present or future law or order of any government (whether recovery of right or in fact and whether Agent shall have consented thereto) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any obligation of the Borrowers or other obligor or to vary the terms of payment. Consents and Waivers. Each Guarantor hereby consents that from time to time, without notice to or further consent of such Guarantor, the performance or observance by the Borrowers under the Credit Agreement or of any Credit Arrangement or Guaranteed Obligation may be waived or the time of performance thereof extended by the Agent, and payment of any Guaranteed Obligation may be accelerated in accordance with any agreement governing the same, or may be extended, or the Credit Agreement or any Credit Arrangement may be renewed in whole or in part, or the terms of the Credit Agreement or any Credit Arrangement or any part thereof may be changed, including increase or decrease in the rate of interest thereon, or any collateral therefor may be exchanged, surrendered or otherwise dealt with as Agent may determine, or the Lenders may require or any co guarantor or any other party liable upon or in respect of any obligation may be released, and any of the acts mentioned in the Credit Agreement or any Credit Arrangement may be done, all without notice to or affecting the liability of the Guarantors hereunder. Each Guarantor waives notice of acceptance of this Guaranty and of the creation of any Guaranteed Obligations. Each Guarantors hereby waives presentment of any instrument, demand for payment, protest and notice of non payment or protest thereof or of any exchange, sale, surrender or other handling or disposition of any such indebtednesscollateral, liabilities and obligations any requirement that Agent or the Lenders exhaust any right, power or remedy or proceed against the Borrowers under the Credit Agreement or any Credit Arrangement or against any other person under any other guaranty of, or security for, any of the Guaranteed Obligations. Each Guarantor hereby further waives any defense whatsoever which might constitute a defense available to, or discharge of, any Borrower or any Guarantor, other than final and irrevocable payment in full of the Guaranteed Obligations. No payment by the Guarantors pursuant to any provision hereunder shall entitle the Guarantors, by subrogation to the rights of Agent or the Lenders or otherwise, to any payment by the Borrowers (or out of the property of the Borrowers) except after payment in full of all sums (including interest, costs and expenses) which may be or hereafter become unenforceable payable by the Borrowers to Agent, for the benefit of the Lenders or itself as Agent at any time or from time to time, unless the Guaranteed Obligations shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor paid in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsfull.”

Guaranty. TO: DEUTSCHE FINANCIAL SERVICES CORPORATION In consideration of financing provided or to be provided by you to Western Traction Company ("Dealer"), and for other good and valuable consideration received, we jointly, severally, unconditionally and absolutely guaranty to you, from property held separately, jointly or in community, the immediate payment when due of all current and future liabilities owed by Dealer to you, whether such liabilities are direct, indirect or owed by Dealer to a third party and acquired by you ("Liabilities"). We will pay you on demand the full amount of all sums owed by Dealer to you, together with all costs and expenses (including, without limitation, reasonable attorneys' fees). We also indemnify and hold you harmless from and against all (a) Each Guarantor losses, costs and expenses you incur and/or are liable for (including, without limitation, reasonable attorneys' fees) and (b) claims, actions and demands made by Dealer or any third party against you, which in any way relate to any relationship or transaction between you and Dealer. Our guaranty will not be released, discharged or affected by, and we hereby severally absolutelyirrevocably consent to, unconditionally any: (a) change in the manner, place, interest rate, finance or other charges, or terms of payment or performance in any current or future agreement between you and irrevocably guarantees Dealer, the release, settlement or compromise of or with any party liable for the Guaranteed Partiespayment or performance thereof or the substitution, release, non-perfection, impairment, sale or other disposition of any collateral thereunder; (b) change in Dealer's financial condition; (c) interruption of relations between Dealer and their respective successorsyou or us; (d) claim or action by Dealer against you; and/or (e) increases or decreases in any credit you may provide to Dealer. We will pay you even if you have not: (i) notified Dealer that it is in default of the Liabilities, endorseesand/or that you intend to accelerate or have accelerated the payment of all or any part of the Liabilities, transferees or (ii) exercised any of your rights or remedies against Dealer, any other person or any current or future collateral. This Guaranty is assignable by you and assignswill inure to the benefit of your assignee. If Dealer hereafter undergoes any change in its ownership, identity or organizational structure, this Guaranty will extend to all current and future obligations which such new or changed legal entity owes to you. We irrevocably waive: notice of your acceptance of this Guaranty, presentment, demand, protest, nonpayment, nonperformance, notice of breach or default, notice of intent to accelerate and notice of acceleration of any indebtedness of Dealer, any right of contribution from other guarantors, dishonor, the full amount of indebtedness of Dealer outstanding at any time, the number and prompt payment when due (whether at stated maturity, amount of advances made by you to Dealer in reliance on this Guaranty and any claim or action against Dealer; all other demands and notices required prepayment, declaration, acceleration, demand by law; all rights of offset and counterclaims against you or otherwise) of Dealer; all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) defenses to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal enforceability of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including, without limitation, fraudulent inducement). We further waive all defenses based on suretyship or impairment of collateral, and defenses which the Dealer may assert on the underlying debt, including but not limited to, failure of consideration, breach of warranty, fraud, payment, statute of frauds, bankruptcy, lack of legal capacity, statute of limitations, lender liability, deceptive trade practices, accord and satisfaction and usury. We also waive all rights to claim, arbitrate for or sue xxx any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationspunitive or exemplary damages.”

Guaranty. Each Guarantor hereby jointly and severally, unconditionally, absolutely, continually and irrevocably guarantees to the Agent for the benefit of the Secured Parties the payment and performance in full of the Borrower's Liabilities (as defined below). For all purposes of this Guaranty Agreement, "Borrower's Liabilities" means: (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and Borrower's prompt payment in full, when due (whether or declared due and at stated maturityall such times, by required prepayment, declaration, acceleration, demand or otherwise) of all (Obligations and not merely a lesser or proportional part of) all other amounts pursuant to the indebtedness, liabilities and other obligations terms of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes Notes, and the all other Loan DocumentsDocuments heretofore, now or at any time or times hereafter owing, arising, due or payable from the Borrower to any one or more of the Secured Parties, including all unpaid principal principal, interest, premiums and fees (including, but not limited to, loan fees and attorneys' fees and expenses); (b) the Borrower's prompt, full and faithful performance, observance and discharge of each and every agreement, undertaking, covenant and provision to be performed, observed or discharged by the Loans, all interest accrued thereon, all fees due Borrower under the Term Loan Credit Agreement and all other amounts payable by Loan Documents; and (c) the Borrower Borrower's prompt payment in full, when due or declared due and at all such times, of Rate Hedging Obligations now or hereafter arising under Swap Agreements. The Guarantors' obligations to the Guaranteed Secured Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall Agreement are hereinafter be collectively referred to as the “Guaranteed "Guarantors' Obligations" and, with respect to each Guarantor individually, the "Guarantor's Obligations". Notwithstanding the foregoing, the liability of each Guarantor individually with respect to its Guarantor's Obligations shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law. Each Guarantor agrees that it is jointly and severally, directly and primarily liable (subject to the limitation in the immediately preceding sentence) for the Borrower's Liabilities.”

Guaranty. (a) Each The Lessee Guarantor does hereby severally absolutely, unconditionally acknowledge that it is fully aware of the terms and irrevocably guarantees for conditions of the Guaranteed PartiesLease and the transactions and the other documents contemplated thereby, and their respective successorsdoes hereby irrevocably and fully and unconditionally guarantee, endorseesas primary obligor and not as surety merely, transferees and assignsto the Lessor, the full and prompt payment by the Lessee of all payment obligations when due under the Lease (whether at stated maturityincluding, by required prepaymentwithout limitation, declarationBasic Rent and Supplemental Rent) (such obligations of the Lessee guaranteed hereby being hereafter referred to, accelerationindividually, demand or otherwiseas a “Financial Obligation” and, collectively, as the “Financial Obligations”) in accordance with the terms of the Lease, and the timely performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower Lessee thereunder (now existing individually, a “Nonfinancial Obligation” and, collectively, the “Nonfinancial Obligations” or, collectively with the Financial Obligations, the “Obligations”). The Lessee Guarantor does hereby agree that in the event that the Lessee fails to pay any Financial Obligation when due for any reason (including, without limitation, the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or hereafter arising) readjustment of, or other similar proceedings affecting the status, existence, assets or obligations of, the Lessee, or the disaffirmance with respect to the Guaranteed Parties under or Lessee of the Lease in connection with the Term Loan Agreementany such proceeding), the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing Lessee Guarantor shall pay or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations cause to be paid immediately, upon the receipt of notice from the Lessor (such notice to be sent to the Lessee (to the extent the Lessor is not stayed or prevented from doing so by operation of law) and the Lessee Guarantor) stating that such Financial Obligation was not paid when due, the amount of such Financial Obligation. The Lessee Guarantor hereby agrees that in the event the Lessee fails to perform any Nonfinancial Obligation for any reason (including, without limitation, the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceedings affecting the status, existence, assets or obligations of, the Lessee, or the disaffirmance with respect to the Lessee of the Lease in any such proceeding) on the date on which such Nonfinancial Obligation is required to be performed, the Lessee Guarantor shall cause such Nonfinancial Obligation to be performed immediately following the receipt of notice from the Lessor (such notice to be sent to the Lessee (to the extent the Lessor is not stayed or prevented from doing so by operation of law) and the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed ObligationsLessee Guarantor) stating that such Nonfinancial Obligation was not performed when so required.”

Guaranty. (a) Each Guarantor hereby severally absolutely, absolutely and unconditionally guarantees and irrevocably guarantees becomes surety for the Guaranteed Partiesfull, prompt and their respective successorspunctual payment to Lender, endorseesas and when due, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) , of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advancesindebtedness, debtsand performance of any and all liabilities and obligations of Purchaser to Lender created at any time, obligations and liabilitiesincluding, without limitation, under or pursuant to the terms of the Note (including, without limitation, as a result of any amendment, modification, waiver or extension), whether now existing for principal, interest, premiums, fees, expenses or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon otherwise (all such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person being referred to herein collectively as the debtor "Obligations"), together with any and all reasonable expenses, including without limitation reasonable attorneys' fees and disbursements, which are incurred by Lender in such proceeding. The foregoing indebtedness, liabilities and other obligations collecting any or all of the Borrower, Obligations or enforcing any and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with rights against Guarantor under this Guaranty (including the "Expenses"). Without limiting Guarantor's obligations hereunder and notwithstanding any purported termination of this Guaranty, if any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation, dissolution, assignment for the benefit of creditors, or similar event with respect to Purchaser or any co-guarantor or endorser of all or any of the Obligations shall occur, and such occurrence shall result in the return of (or in such event Lender shall be requested to return) any payment or performance of any of the Obligations or Expenses, then (a) without further notice, demand or other action, the obligations of Guarantor hereunder shall be reinstated with respect to (i) such payment or performance returned (or requested to be returned) and (ii) with respect to all amounts due under Section 14)further obligations arising as a result of such return or request, and (b) Guarantor shall hereinafter thereupon be collectively referred liable therefor, without any obligation on the part of Lender to as the “Guaranteed Obligationscontest or resist any such return.”

Guaranty. (a) Each Guarantor Guarantor, jointly and severally, hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation at all times thereafter, of any and all advancesexisting and future indebtedness and liabilities of every kind, debtsnature and character, obligations and liabilities, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders (the Administrative Agent, the L/C Issuer, the Swing Line Lender and any Lender, each a “Lender Party” and collectively, the “Lender Parties”) arising under that certain Three Year Credit Agreement dated as of July 1, 2009 among the Borrower, certain Lenders party thereto from time to time, the Administrative Agent, the L/C Issuer and the Swing Line Lender (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, and capitalized terms used herein and not otherwise defined herein shall have the meanings set forth for such terms in the Credit Agreement) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, indebtedness and liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief LawLaws”), and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness(collectively, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). The Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of each Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.”

Guaranty. (a) Each Guarantor hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesnot merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, or demand or otherwise) , and at all times thereafter, of any and all (existing and not merely a lesser or proportional part of) the future indebtedness, liabilities and other obligations of the Borrower (now existing every kind, nature and character, direct or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, owing by the Borrowers and each other Guarantor (excluding, for certainty, (i) such Guarantor’s own indebtedness, liabilities and obligations and (ii) any Excluded Swap Obligations) to the Administrative Agent for the benefit of itself, each Lender, each L/C Issuer, each Hedge Bank, and each Cash Management Bank (as each such term is defined in the Credit Agreement defined below and collectively referred to herein as the “Beneficiaries”) arising under (a) that certain Amended and Restated Credit Agreement dated as of November 2, 2018 (as amended, restated, amended and restated, supplemented, extended, or otherwise modified from time to time, the “Credit Agreement”, the defined terms of which are used herein unless otherwise defined herein) among the Borrowers, certain financial institutions which are or may become parties thereto, as lenders (the “Lenders”), Citibank, N.A., as Administrative Agent, Swing Line Lender, and an L/C Issuer, U.S. Bank National Association, as an L/C Issuer, and Bank of Montreal, as an L/C Issuer, and any other parties which are or may become parties thereto, (b) the other Loan Documents, (c) all Cash Management Agreements, (d) the Secured Hedge Agreements other than indebtedness, liabilities and obligations arising thereunder which are Excluded Swap Obligations, and (e) any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Credit Agreement (including all renewals, extensions, amendments, restatements, refinancings and other modifications thereof and all out-of-pocket costs, attorneys’ fees and expenses incurred by the Administrative Agent or any other Beneficiary in connection with the collection or enforcement thereof) (together with the Credit Agreement, the Loan Documents, the Cash Management Agreements and the Secured Hedge Agreements, collectively, the “Documents”), and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor or any Borrower under any Debtor Relief LawLaws, and including interest that accrues after the commencement by or against the any Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as Law (collectively, the debtor in such proceeding“Obligations”). The foregoing indebtednessAdministrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, liabilities and shall be binding upon the Guarantors and conclusive for the purpose of establishing the amount of the Obligations in the absence of manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any Collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense (other than defense of payment) to the obligations of the Borrowerany Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all other indebtednessof the foregoing except for the defense of indefeasible payment in full of the Obligations. Anything contained herein to the contrary notwithstanding, liabilities and the obligations of each Guarantor hereunder at any time shall be limited to be paid an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or performed by the Guarantors in connection with this Guaranty (including any and all amounts due conveyance under Section 14548 of the Bankruptcy Code (Title 11, United States Code), shall hereinafter be collectively referred Sections 95 or 96 of the Bankruptcy and Insolvency Act (Canada) or any comparable provisions of any similar federal, state or provincial law after giving effect to as the “Guaranteed Obligationsvalue of any rights of subrogation, contribution, reimbursement or indemnity of such Guarantor pursuant to applicable Law or agreement, including Section 8(b) hereof.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the each Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Term Credit Agreement, all indemnification obligations of the Borrowers under or in connection with the Credit Agreement, the Notes and the other Loan Agreement Documents, and all other amounts payable by the Borrower Borrowers to the Guaranteed Parties thereunder, thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the any Borrower or any Affiliate Loan Document Party thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the each Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor hereby severally absolutely, of the Guarantors -------- -------- unconditionally and irrevocably irrevocably, jointly and severally guarantees for to the Guaranteed PartiesAgent, the Lead Arranger and the Lenders, and their respective successors, endorseesendorsers, transferees and assignsassigns (the "Guaranteed Persons"), ------------------ the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Company to the any Guaranteed Parties under Person, whether arising out of or in connection with the Term Loan this Agreement, the Term Notes and the any other Loan DocumentsDocument or otherwise, including all unpaid principal of the Loans, all L/C Obligations, all interest accrued thereon, all fees due under the Term Loan this Agreement and all other amounts payable by the Borrower Company to the any Guaranteed Parties thereunder, Person thereunder or in connection therewith, and in connection with any other Loan Document. The terms “"indebtedness,” “" "liabilities” " and “"obligations” " are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by Bankruptcy Code or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceedingother applicable law. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), Company shall hereinafter be collectively referred to as the “"Guaranteed ---------- Obligations." The Guaranteed Obligations include interest which, but ----------- for an Insolvency Proceeding, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against the Company for such interest in any such Insolvency Proceeding.”

Guaranty. (a) Each Guarantor Guarantor, jointly and severally, hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation at all times thereafter, of any and all advancesexisting and future indebtedness and liabilities of every kind, debtsnature and character, obligations and liabilities, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Loan Parties to the Beneficiaries arising under the Credit Agreement, the Loan Documents, Lender Swap Agreements, Lender Cash Management Agreements, Sections 2, 10 and 17 of this Continuing Guaranty (this “Guaranty”), any other instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Credit Agreement or the other Loan Documents, including, without limitation, this Guaranty (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Administrative Agent in connection with the collection or enforcement thereof) and whether recovery upon such indebtedness, indebtedness and liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against a Guarantor or the Borrower under any Debtor Relief LawLaws, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness(collectively, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”); provided that the Guaranteed Obligations (as determined with respect to any applicable Guarantor) shall exclude any Excluded Swap Obligations. The Administrative Agent’s and/or any of the other Beneficiaries’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be presumptively correct for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral given as security therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of a Guarantor under this Guaranty (except to the extent the Guaranteed Obligations are Fully Satisfied (as defined below)), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of this Guaranty (except to the extent the Guaranteed Obligations are Fully Satisfied). Anything contained herein to the contrary notwithstanding, the obligations of each Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, or any comparable provisions of any similar foreign, federal or state law.”

Guaranty. Each Guarantor hereby jointly and severally, unconditionally, absolutely, continually and irrevocably guarantees to the Administrative Agent for the benefit of the Secured Bank Creditors the payment and performance in full of the Guaranteed Liabilities (as defined below). For all purposes of this Guaranty Agreement, “Guaranteed Liabilities” means: (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and each Borrower’s prompt payment in full, when due (whether or declared due and at stated maturityall such times, by required prepayment, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement Obligations and all other amounts payable by the Borrower pursuant to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the BorrowerCredit Agreement, the Notes, and all other indebtednessLoan Documents heretofore, now or at any time or times hereafter owing, arising, due or payable from such Borrower to any one or more of the Secured Bank Creditors, including principal, interest, premiums and fees (including all reasonable fees and expenses of counsel (collectively, “Attorneys’ Costs”)); (b) each Borrower’s prompt, full and faithful performance, observance and discharge of each and every agreement, undertaking, covenant and provision to be performed, observed or discharged by such Borrower under the Credit Agreement, the Notes and all other Loan Documents; and (c) the prompt payment in full by each Loan Party, when due or declared due and at all such times, of obligations and liabilities now or hereafter arising under the Secured Cash Management Agreements, Secured Hedge Agreements, Secured Card Related Products Agreements, and Secured Bilateral Letters of Credit; provided, however, that the Guaranteed Liabilities shall not include any Excluded Swap Obligations. The Guarantors’ obligations to be paid or performed by the Guarantors in connection with Secured Bank Creditors under this Guaranty (including any and all amounts due under Section 14), shall Agreement are hereinafter be collectively referred to as the “Guarantors’ Obligations” and, with respect to each Guarantor individually, the “Guarantor’s Obligations”. Notwithstanding the foregoing, the liability of each Guarantor individually with respect to its Guarantor’s Obligations shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law. Each Guarantor agrees that it is jointly and severally, directly and primarily liable (subject to the limitation in the immediately preceding sentence) for the Guaranteed ObligationsLiabilities. The Guarantors’ Obligations are secured by various Security Instruments referred to in the Credit Agreement.”

Guaranty. The Guarantor hereby (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, punctual payment and their respective successors, endorsees, transferees and assigns, the full and prompt payment performance when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Indebtedness, and (b) agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees and related expenses) incurred by the TBCC in enforcing any rights under this Guaranty. As used herein, "Indebtedness" means and includes all loans (including the Loans), advances, debts, liabilities, obligations, covenants and duties owing by Borrower (now existing to TBCC of any kind or hereafter arising) to the Guaranteed Parties under nature, present or future, whether or not evidenced by any note, guaranty or other instrument, which may arise under, out of, or in connection with with, any present or future Loan and Security Agreement between Borrower and TBCC (the Term "Loan Agreement"), any other Loan Document or any other agreement executed in connection herewith or therewith, whether or not for the payment of money, whether arising by reason of an extension of credit, opening, guaranteeing or confirming of a letter of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment, purchase, discount or otherwise), whether absolute or contingent, due or to become due, now due or hereafter arising and however acquired. The term "Indebtedness" includes, without limitation, all interest (including interest accruing on or after an Insolvency Event, whether or not an allowed claim), charges, expenses, commitment, facility, closing and collateral management fees, letter of credit fees, reasonable attorneys' fees, and any other sum properly chargeable to Borrower under the Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all Documents or any other amounts payable by the Borrower to the Guaranteed Parties thereunder, agreement executed in connection herewith or therewith. (Capitalized terms used in this Guaranty, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” which are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14)defined, shall hereinafter be collectively referred to as have the “Guaranteed Obligationsmeanings set forth in the Loan Agreement.”)

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (the Obligations and not merely a lesser or proportional part of) the any indebtedness, liabilities and other obligations of the U.S. Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the U.S. Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief LawLaws, and including interest that accrues after the commencement by or against the U.S. Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing Obligations, indebtedness, liabilities and other obligations of the U.S. Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1412), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor hereby severally absolutely, of the Guarantors unconditionally and irrevocably irrevocably, jointly and severally guarantees for to the Guaranteed PartiesAdministrative Agent, the Co-Lead Arrangers and the Lenders, and their respective successors, endorseesendorsers, transferees and assignsassigns (the “Guaranteed Persons”), the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Holdings to the any Guaranteed Parties under Person, whether arising out of or in connection with the Term Loan this Agreement, the Term Notes and the any other Loan DocumentsDocument or otherwise, including all unpaid principal of the Loans, all L/C Obligations, all interest accrued thereon, all fees due under the Term Loan this Agreement and all other amounts payable by the Borrower Holdings to the any Guaranteed Parties thereunder, Person thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by Bankruptcy Code or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceedingother applicable law. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), Holdings shall hereinafter be collectively referred to as the “Guaranteed Obligations.”” The Guaranteed Obligations include interest which, but for an Insolvency Proceeding, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Holdings for such interest in any such Insolvency Proceeding.

Guaranty. (a) Each Guarantor hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation at all times thereafter, of any and all advancesexisting and future indebtedness and liabilities of every kind, debtsnature and character, obligations and liabilities, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Agent for the benefit of the Agent and the Secured Parties (as defined in the Credit Agreement), whether associated with any credit or other financial accommodation made to or for the benefit of the Borrower by the Lenders or otherwise and whenever created, arising, evidenced or acquired in connection with the Credit Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Agent and the Lenders in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, indebtedness and liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against each Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief LawLaws”), and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness(collectively, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). The Agent’s and each Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor and conclusive absent manifest error for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of each Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.”

Guaranty. (a) Each Guarantor hereby severally absolutelyhereby, on a joint and several basis, unconditionally and irrevocably guarantees for to the Administrative Agent (on behalf of the Guaranteed Parties, ) and their respective successors, its successors and permitted endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required mandatory prepayment, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other payment obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the Letters of Credit, all interest accrued thereon, all fees due under the Term Loan Agreement Credit Agreement, all indemnification obligations of the Borrower, and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under the Bankruptcy Code or any similar Debtor Relief Law, and including interest that accrues after the commencement by or against the any Borrower Group Entity or any Affiliate thereof of any proceeding under any Debtor Relief Laws Insolvency Proceeding naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with pursuant to this Guaranty (including any and all amounts due under Section 1415), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”” Notwithstanding any provision hereof or in any other Loan Document to the contrary, no Guarantor shall be required to provide a guarantee in respect of any Obligation under any Swap Contract if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest pursuant to the Security Documents to secure, such Obligation under such Swap Contract (or any guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the guarantee of such Guarantor or the grant of such security interest would otherwise have become effective with respect to such related Obligation under such Swap Contract but for such Guarantor’s failure to constitute an “eligible contract participant” at such time.

Guaranty. (a) Each Guarantor Holdings hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Partiesguarantees, as primary obligor and their respective successors, endorsees, transferees and assignsnot merely as surety, the full and prompt punctual payment when due (due, whether at stated maturitymaturity or earlier, by required prepayment, declaration, reason of acceleration, demand mandatory prepayment or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or otherwise in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection accordance with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation Finance Instrument (as defined below), any and all advancesobligations, debtsof every kind and description, obligations of each of Rush Canada and liabilitiesits subsidiaries (hereinafter singularly referred to as an “Obligor”) to BMO, whether now existing or hereafter arising, whether voluntary under (a) any credit facility made available by BMO to an Obligor, which credit facilities as modified, amended, supplemented, extended, renewed, restated or involuntary and whether due replaced from time to time are hereinafter singularly referred to as a “Guaranteed Credit Facility”, or not due(b) any promissory note, absolute or contingentleasing agreement, liquidated or unliquidatedmaster leasing agreement, determined or undeterminedleasing schedule, and whether recovery upon such indebtednessconditional sale contract, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Lawsecurity agreement, and including interest that accrues after the commencement by or against the Borrower chattel mortgage, hypothec, pledge, debenture or any Affiliate thereof other document or instrument entered into by an Obligor with BMO, or made by an Obligor in favour of BMO, pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid Guaranteed Credit Facility or performed by the Guarantors in connection with this Guaranty any Guaranteed Credit Facility, whether prior hereto, concurrently herewith or hereafter, as modified, amended, supplemented, extended, renewed, restated or replaced from time to time (including any singularly, a “Finance Instrument” and all amounts due under Section 14collectively “Finance Instruments”), shall which obligations are hereinafter be singularly referred to as a “Guaranteed Obligation” and collectively referred to as the “Guaranteed Obligations”. This guaranty constitutes a guaranty of payment and not of collection. The Guaranteed Obligations include (i) all interest, fees, and expenses (including reasonable attorneys’ fees and court costs) incurred by or on behalf of BMO with respect to the Guaranteed Obligations, whether prior hereto, concurrently herewith or hereafter, and (ii) all fees and expenses, including reasonable attorneys’ fees and court costs, incurred by BMO to enforce its rights under this Agreement against Holdings.”

Guaranty. The Guarantor unconditionally, absolutely -------- and irrevocably guaranties and promises to perform and pay to the order of the Beneficiaries, on demand, in lawful money of the United States of America, any and all Obligations of the Issuer from time to time owed to the Beneficiaries; provided that (a) Each no payment by the Guarantor hereby severally absolutely, unconditionally shall be required hereunder with ------------- respect to any of the Obligations unless and irrevocably guarantees for until the Guaranteed Parties, Issuer has failed to pay such Obligation as and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand lapse of time or otherwise); (b) no demand, resort or other action against the Issuer, any other Person or any Collateral shall be required before payment by the Guarantor is required hereunder and (c) this Guaranty is a continuing guaranty of all performance and payment (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Documentcollection). The terms “indebtedness,” “liabilities” and “obligations” are term "Obligations" is used ----------- herein in their its most comprehensive sense and include without limitation includes any and all advances, debts, present and future obligations and liabilitiesliabilities of the Issuer of every type and description to any Beneficiary, or any of its successors or assigns, or any Person entitled to indemnification, under the Agreements or the Notes (including, without limitation, the Series A-2 and Series A-3 Notes assumed by the Issuer pursuant to the terms of the Assumption Agreements), whether now existing relating to the performance of any covenant, undertaking or hereafter arisingany other agreement, or whether voluntary for principal, interest, Makewhole Amount, reimbursement obligations, fees, expenses, indemnities or involuntary other amounts (including attorneys' fees and expenses), in each case whether due or not due, direct or indirect, joint or several, absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be now or hereafter become unenforceable existing, renewed or shall be an allowed restructured, whether or disallowed claim under any Debtor Relief Lawnot from time to time decreased or extinguished and later increased, and including interest that accrues created or incurred, whether or not arising after the commencement by of a proceeding under the Bankruptcy Code (including post-petition interest) and whether or against the Borrower not allowed or allowable as a claim in any Affiliate thereof such proceeding, and whether or not recovery of any proceeding under any Debtor Relief Laws naming such Person as the debtor obligation or liability may be barred by a statute of limitations or such obligation or liability may otherwise be unenforceable. All Obligations shall be conclusively presumed to have been created in such proceedingreliance on this Guaranty. The foregoing indebtedness, liabilities All payments hereunder shall be made free and other obligations clear of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14)deductions, shall hereinafter be collectively referred to as the “Guaranteed Obligationswithholdings and setoffs, including withholdings on account of taxes.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the each such Guaranteed Parties under Party, whether created under, arising out of or in connection with any of the Term Loan Agreement, the Term Notes and the other Loan Credit Documents, including all unpaid principal Obligations (as independently defined in each of the Loans, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower Note Purchase Agreement); and any obligations under any Specified Swap Agreement to the Guaranteed Parties thereunder, in connection therewith, and in connection with extent arising out of any other Loan Documentone or more Specified Swap Contracts. The terms “"indebtedness,” “" "liabilities” " and “"obligations” " are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become becomes unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by Bankruptcy Code or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceedingother applicable law. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1415), shall hereinafter be collectively referred to as the “"Guaranteed Obligations.”"

Guaranty. Except as otherwise provided for herein (a) Each including under Section 3.15), each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Administrative Agent (acting as agent for the Guaranteed Secured Parties, and their respective successors, endorsees, transferees and assignspursuant to Article 8 of the First Lien Credit Agreement) for the ratable benefit of the Secured Parties, the full and prompt payment payment, when due (and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand upon acceleration or otherwise) of , and at all (and not merely a lesser or proportional part of) the indebtednesstimes thereafter, liabilities and other obligations of the Borrower (now existing or hereafter arising) to Obligations, together with any and all expenses which may be incurred by the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes Administrative Agent and the other Loan Documents, including all unpaid principal Secured Parties in collecting any of the LoansGuaranteed Obligations that are reimbursable in accordance with Section 9.03 of the First Lien Credit Agreement (collectively, the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. If any or all interest accrued thereonof the Guaranteed Obligations becomes due and payable hereunder, all fees due under each Loan Guarantor, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the Term Administrative Agent for the benefit of the Secured Parties, on demand. Each Loan Agreement Guarantor unconditionally and irrevocably guarantees the payment of any and all other amounts of the Guaranteed Obligations whether or not due or payable by the Borrower upon the occurrence of any of the Events of Default specified in Sections 7.01(f) or (g) of the First Lien Credit Agreement and thereafter irrevocably and unconditionally promises to pay such Guaranteed Obligations to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Administrative Agent for the benefit of the Secured Parties. This Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any Guaranty is a continuing one and all advances, debts, obligations and liabilities, whether now existing liabilities to which it applies or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or apply under the terms hereof shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor conclusively presumed to have been created in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsreliance hereon.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Borrowers to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Term Credit Agreement, all indemnification obligations of the Borrowers under or in connection with the Credit Agreement, the Notes and the other Loan Agreement Documents, and all other amounts payable by the Borrower Borrowers to the Guaranteed Parties thereunder, thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the any Borrower or any Affiliate Loan Document Party thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the BorrowerBorrowers, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1415), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed Parties, and their respective successors, endorsees, transferees successors and permitted assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Company and each Designated Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes Notes, the Issuer Documents and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Company or any Designated Borrower to the Guaranteed Parties thereunder, thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower Company or any Affiliate thereof Designated Borrower of any proceeding under any Debtor Relief Laws Insolvency Proceeding naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Company and each Designated Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 1415), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. The Subsidiary Guarantor hereby irrevocably, absolutely and unconditionally guarantees to the holders from time to time of the Notes: (a) Each Guarantor hereby severally absolutelythe full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including, unconditionally without limitation, to the extent legally enforceable, interest on any overdue principal, Make-Whole Amount and irrevocably guarantees for interest at the Guaranteed Partiesrates specified in the Notes and interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company) and their respective successorsthe Make-Whole Amount, endorseesif any, transferees Tax Indemnity Amounts and assignsall other amounts owing to the holders from time to time under the Notes and the Agreement when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise, (b) to the greatest extent permissible under applicable law, the full and prompt payment when due performance and observance by the Company of each and all of the covenants and agreements required to be performed or observed by such Persons under the terms of the Agreement, and (whether at stated maturityc) payment, upon demand by required prepaymentany holder of the Notes, declaration, acceleration, demand or otherwise) of all costs and expenses, legal or otherwise (including reasonable attorneys fees) and not merely a lesser such expenses, if any, as shall have been expended or proportional part of) incurred in the indebtedness, liabilities and other obligations protection or enforcement of any right or privilege under the Borrower (now existing Agreement or hereafter arising) to the Guaranteed Parties under this Subsidiary Guarantee Agreement or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, any consultation or action in connection therewith, and in connection with each and every case irrespective of the validity, regularity, or enforcement of any of the Notes or the Agreement or any of the terms thereof or of any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and like circumstance or circumstances (all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by described in the Guarantors in connection with this Guaranty foregoing clause (including any and all amounts due under Section 14a), shall hereinafter be collectively clause (b) and clause (c) being referred to herein as the “Guaranteed Obligations”). The guaranty of the Guaranteed Obligations herein provided for is a guaranty of the immediate and timely payment of the principal, interest and Make-Whole Amount or Tax Indemnity Amounts, if any, on the Notes as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectibility of such payments and that in consequence thereof each holder of the Notes may xxx the Subsidiary Guarantor directly upon such Guaranteed Obligations. [SUBJECT TO LIMITATION LANGUAGE TO BE AGREED TO COMPLY WITH LOCAL LAW REQUIREMENTS IN THE JURISDICTION OF INCORPORATION OF THE GUARANTOR.”] [FOR CHEFARO PHARMA ITALIA SRL:

Guaranty. (a) Each Guarantor hereby In order to induce Lenders to extend credit to Company pursuant to the Credit Agreement and the entry by Hedge Providers into the Lender Hedge Agreements, Guarantors jointly and severally absolutelyirrevocably and unconditionally guaranty, unconditionally as primary obligors and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assignsnot merely as sureties, the due and punctual payment in full and prompt payment of all Guarantied Obligations (as hereinafter defined) when due (the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of all (and not merely a lesser or proportional part of) the indebtednessBankruptcy Code, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document11 U.S.C. Section 362(a)). The terms “indebtedness,” “liabilities” and “obligations” are term "GUARANTIED OBLIGATIONS" is used herein in their its most comprehensive sense and include without limitation includes any and all advancesObligations of Company and all obligations of Company under Lender Hedge Agreements, debtsnow or hereafter made, obligations and liabilitiesincurred or created, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined whether due or undeterminednot due, and whether recovery upon however arising under or in connection with the Credit Agreement, the Lender Hedge Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such indebtedness, liabilities and obligations of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Loans may be or hereafter become unenforceable or shall advanced to it, that Letters of Credit may be an allowed or disallowed claim under issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any Debtor Relief Law, and including interest portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or against order that may relieve Company of any portion of such Guarantied Obligations. In the Borrower event that all or any Affiliate thereof portion of any proceeding under any Debtor Relief Laws naming such Person the Guarantied Obligations is paid by Company, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the debtor case may be, in the event that all or any part of such proceedingpayment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. The foregoing indebtednessSubject to the other provisions of this Section 1, liabilities and other obligations upon the failure of Company to pay any of the BorrowerGuarantied Obligations when and as the same shall become due, and all other indebtednesseach Guarantor will upon demand pay, liabilities and obligations or cause to be paid or performed by paid, in cash, to Guarantied Party for the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14)ratable benefit of Beneficiaries, shall hereinafter be collectively referred an amount equal to as the “Guaranteed aggregate of the unpaid Guarantied Obligations.”

Guaranty. (a) Each Guarantor Guarantor, jointly and severally, as primary obligor and not merely as surety, hereby severally absolutely, unconditionally and irrevocably guarantees for guarantees: (i) the Guaranteed Partiesperformance of all obligations of the Company under the Transaction Documents, including without limitation the due and punctual payment in full (and not merely the collectibility) of all obligations under the Debentures, including all principal thereof and all interest payable thereon, at the interest rate provided therein, in each case regardless of the extent allowed as a claim in any proceeding in respect of the bankruptcy, reorganization or insolvency of the Company, each Guarantor or any of their respective successorsAffiliates (a “Reorganization”), endorsees, transferees and assigns, the full and prompt payment in each case when due (and payable, according to the terms of the Debentures and the other Transaction Documents, whether at stated maturity, by required prepayment, declaration, acceleration, demand reason of acceleration or otherwise; (ii) of all the due and punctual payment in full (and not merely a lesser the collectibility) of all other sums and charges which may at any time be due and payable by the Company in accordance with, or proportional part under the terms of, the Debentures or the other Transaction Documents, whether at stated maturity, by reason of acceleration or otherwise; (iii) the due and punctual payment in full (and not merely the collectibility), performance and/or observance of all other indebtedness, liabilities liabilities, obligations, terms, covenants and other obligations conditions contained in the Transaction Documents, whether now or hereafter existing, on the part of the Borrower Company to be paid, performed or observed; and (now existing or hereafter arisingiv) to the Guaranteed Parties under or due and punctual payment and performance in connection with full (and not merely the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal collectibility) of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement any and all other amounts payable by the Borrower to the Guaranteed Parties thereunderfuture advances and other obligations, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilitiesliabilities of the Company to each of the Holders of every kind and description, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not duedirect, absolute indirect or contingent, liquidated whether secured or unliquidated, determined or undeterminedunsecured, and whether recovery upon such indebtednesshowsoever evidenced, liabilities incurred or arising, including without limitation any future loans and obligations may be advances made to the Company by any Holder prior to, during or hereafter become unenforceable or shall be an allowed or disallowed claim under following any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations Reorganization (all of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall foregoing being hereinafter be collectively referred to as called the “Guaranteed Obligations”).”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally guarantees to the Agent and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, Funding Parties the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) , and at all times thereafter, and the full and prompt performance, of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower Liabilities (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documentsas hereinafter defined), including all unpaid principal rent, interest and earnings on any such Liabilities whether accruing before or after any bankruptcy or insolvency case or proceeding involving the Guarantor or any other Person and, if rent, interest or earnings on any portion of such obligations ceases to accrue by operation of law by reason of the Loanscommencement of such case or proceeding, including such rent, interest and earnings as would have accrued on any such portion of such obligations if such case or proceeding had not commenced, and further agrees to pay all interest accrued thereonreasonable expenses (including reasonable attorneys' fees and legal expenses) actually paid or incurred by each of the Funding Parties in endeavoring to collect the Liabilities, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewithor any part thereof, and in connection with any other Loan Documentenforcing this Guaranty. The terms “indebtedness,” “liabilities” and “obligations” are term "Liabilities", as used herein herein, shall mean all of the following, in their most comprehensive sense and include without limitation any and all advanceseach case howsoever created, debts, obligations and liabilitiesarising or evidenced, whether now existing direct or hereafter arisingindirect, whether voluntary joint or involuntary and whether due or not dueseveral, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be now or hereafter existing, or due or to become unenforceable due: (i) all amounts payable by the Lessees or shall be an allowed or disallowed claim the Construction Agent to the Agent and the Funding Parties under any Debtor Relief Lawthe Lease (including, without limitation, Basic Rent, Supplemental Rent and including interest that accrues after the commencement by or against Recourse Deficiency Amount), the Borrower Master Agreement, the Construction Agency Agreement or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as other Operative Document, (ii) the debtor in such proceeding. The foregoing indebtednessAllocated Amount and all Yield accrued thereon, liabilities and other obligations all principal of the BorrowerNotes and interest accrued thereon, and all additional amounts and other indebtednesssums at any time due and owing, liabilities and obligations required to be paid paid, to the Funding Parties under the terms of the Master Agreement, the Loan Agreement, the Construction Agency Agreement, the Assignments of Lease and Rents, the Mortgages, the Notes or performed by any other Operative Document and (iii) all obligations of EPS under the Guarantors in connection with Swap Documents; provided, however, that the Guarantor will not be obligated to pay to the Agent and Funding Parties under this Guaranty any amounts greater than the Lessees and the Construction Agent would have had to pay to the Agent and the Funding Parties under the Lease, the Master Agreement, the Construction Agency Agreement and the other Operative Documents, plus the amounts EPS would have had to pay under the Swap Documents, assuming that such documents were enforced in accordance with their terms (including and without giving effect to any and all amounts due under Section 14discharge or limitation thereon resulting or arising by reason of the bankruptcy or insolvency of a Lessee or the Construction Agent), plus all actual and reasonable costs of enforcing this Guaranty. By way of extension but not in limitation of any of its other obligations hereunder, the Guarantor stipulates and agrees that in the event any foreclosure proceedings are commenced with respect to any Leased Property and result in the entering of a foreclosure judgment, any such foreclosure judgment, to the extent related to the Liabilities and payable to any of the Funding Parties, shall hereinafter be collectively referred to treated as part of the “Guaranteed ObligationsLiabilities, and the Guarantor unconditionally guarantees the full and prompt payment of such judgment.”

Guaranty. (a) Each Guarantor The Guarantors, jointly and severally, hereby severally absolutely, unconditionally and irrevocably guarantees for irrevocably, guaranty the Guaranteed Partiespunctual payment, as and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturityand payable, by required prepayment, declaration, acceleration, demand stated maturity or otherwise) , of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations Obligations of the Borrower (now existing or hereafter arising) Company from time to time owing by it in respect of the Securities Purchase Agreement, each Note issued to the Guaranteed Parties under or in connection with Buyer, each Warrant issued to the Term Loan Agreement, the Term Notes Buyer and the other Loan Transaction Documents, including all unpaid principal of the Loansincluding, without limitation, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against of any Insolvency Proceeding of the Borrower Company or any Affiliate thereof Guarantor, whether or not the payment of any proceeding under any Debtor Relief Laws naming such Person as interest is unenforceable or is not allowable due to the debtor in existence of such proceeding. The foregoing indebtedness, liabilities and other obligations of the BorrowerInsolvency Proceeding, and all other indebtednessfees, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any interest, premiums, penalties, contract causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under Section 14), shall hereinafter be collectively referred to as any of the Transaction Documents (such obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Buyer in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Buyer under the Securities Purchase Agreement, each Note issued to the Buyer and each Warrant issued to the Buyer but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. Each Guarantor, and by its acceptance of this Guaranty the Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial or state law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Buyer and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.”

Guaranty. Guarantor, as primary obligor and not as surety, hereby guarantees, without any setoff or other deduction, to Airco (ai) Each Guarantor hereby severally absolutelythe due, unconditionally punctual and irrevocably guarantees for full payment by Groundco of all payments of any and all sums to be paid by Groundco pursuant to the Guaranteed PartiesHub Services Agreement, whether such obligations now exist or arise hereafter, when and as the same shall become due and payable by Groundco in accordance with the terms thereof, and their respective successors(ii) the due, endorseesprompt and faithful performance and discharge by, transferees and assignscompliance with, all other obligations, covenants, terms, conditions, undertakings and liabilities of, Groundco under the full Hub Services Agreement in accordance with the terms thereof (all of the obligations, covenants, terms, conditions, undertakings and prompt payment when due (whether at stated maturityliabilities described in this Section 2 are herein collectively referred to as the "Guarantied Obligations"). This Guaranty is continuing, by required prepaymentabsolute and unconditional and a guaranty of payment, declaration, acceleration, demand or otherwise) of all (performance and compliance and not merely a lesser of collectibility, and is in no way conditioned or proportional part of) contingent upon any attempt to collect from or enforce performance or compliance by Groundco or the indebtedness, liabilities and exercise or assertion of any other obligations of the Borrower (now existing right or hereafter arising) remedy to the Guaranteed Parties which Airco is or may be entitled under or in connection with the Term Loan Hub Services Agreement. If for any reason whatsoever Groundco shall fail or be unable duly, punctually and fully to pay such amounts as and when the Term Notes same shall become due and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower in accordance with their terms or to the Guaranteed Parties thereunder, in connection therewith, and in connection perform or comply with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advancessuch obligation, debtscovenant, obligations and liabilitiesterm, whether now existing condition or hereafter arisingundertaking, whether voluntary Guarantor will promptly pay or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations cause to be paid such amounts to the person or persons entitled to receive the same under the terms of the Hub Services Agreement, or perform or comply with any such obligation, covenant, term, condition or undertaking or cause the same to be performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsor complied with.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed PartiesFOR VALUE RECEIVED, and their respective successorsin consideration for, endorseesand as an inducement to Owner making the within lease with Tenant, transferees the undersigned guarantees to Owner, Owner’s successors and assigns, the full performance and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) observance of all (the covenants, conditions and not merely a lesser agreements, therein provided to be performed and observed by Tenant, including the “Rules and Regulations” as therein provided, without requiring any notice of non-payment, non-performance, or proportional part of) non-observance, or proof, or notice, or demand, whereby to charge the indebtednessundersigned therefor, liabilities all of which the undersigned hereby expressly waives and other expressly agrees that the validity of this agreement and the obligations of the Borrower (now existing guarantor hereunder shall in no wise be terminated, affected or hereafter arising) impaired by reason of the assertion by Owner against Tenant of any of the rights or remedies reserved to Owner pursuant to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal provisions of the Loanswithin lease. The undersigned further covenants and agrees that this guaranty shall remain and continue in full force and effect as to any renewal, all interest accrued thereon, all fees due under modification or extension of this lease and during any period when Tenant is occupying the Term Loan Agreement and all other amounts payable by the Borrower demised premises as a “statutory tenant.” As a further inducement to the Guaranteed Parties thereunder, in connection therewithOwner to make this lease, and in connection with consideration thereof, Owner and the undersigned covenant and agree that in any action or proceeding brought by either Owner or the undersigned against the other Loan Documenton any matters whatsoever arising out of, under, or by virtue of, the terms of this lease or of this guarantee, that Owner and the undersigned shall and do hereby waive trial by jury. The terms “indebtedness,” “liabilities” Dated in the year Guarantor Witness Guarantor’s Residence Business Address Firm Name STATE OF NEW YORK, ) ss.: COUNTY OF ) On the day of in the year before me, the undersigned, a Notary Public in and “obligations” are used herein for said State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undeterminedcapacity(ies), and whether recovery upon such indebtednessthat by his/her/their signature(s) on the instrument, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14individual(s), shall hereinafter be collectively referred to as or the “Guaranteed Obligationsperson upon behalf of which the individuals(s) acted, executed the instrument. Notary Public Exhibit 10.30 IMPORTANT -- PLEASE READ RULES AND REGULATIONS ATTACHED TO AND MADE A PART OF THIS LEASE IN ACCORDANCE WITH ARTICLE 33.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes Credit Agreement and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1413), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) , and at all times thereafter, and the full and prompt performance, of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower Liabilities (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documentsas hereinafter defined), including all unpaid principal interest and earnings on any such Liabilities whether accruing before or after any bankruptcy or insolvency case or proceeding involving Guarantor, or any other Person and, if interest or earnings on any portion of such obligations ceases to accrue by operation of law by reason of the Loanscommencement of such case or proceeding, including such interest and earnings as would have accrued on any such portion of such obligations if such case or proceeding had not commenced, and further agrees to pay all interest accrued thereonreasonable expenses (including reasonable attorneys' fees and legal expenses) actually paid or incurred by each of the Funding Parties in endeavoring to collect the Liabilities, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewithor any part thereof, and in connection with any other Loan Documentenforcing this Guaranty. The terms “indebtedness,” “liabilities” and “obligations” are term "Liabilities", as used herein herein, shall mean all of the following, in their most comprehensive sense and include without limitation any and all advanceseach case howsoever created, debts, obligations and liabilitiesarising or evidenced, whether now existing direct or hereafter arisingindirect, whether voluntary joint or involuntary and whether due or not dueseveral, absolute or contingent, liquidated or unliquidatednow or hereafter existing, determined or undetermineddue or to become due: (i) all amounts payable by the Lessee under the Lease (including, without limitation, Basic Rent, Supplemental Rent and Recourse Deficiency Amounts), the Master Agreement (including the unused fee), the Construction Agency Agreement or any other Operative Document, and whether recovery upon (ii) all principal of the Notes and interest accrued thereon, the Lessor's Invested Amount and accrued Yield thereon and all additional amounts and other sums at any time due and owing, and required to be paid, to the Funding Parties under the terms of the Master Agreement, the Loan Agreement, the Assignment of Leases and Rents, the Mortgages, the Notes or any other Operative Document; provided, however, that, notwithstanding anything to the contrary contained herein, the Guarantor will not be obligated under any circumstances to pay under this Guaranty, and the term "Liabilities" shall not include, any amounts greater than that which the Lessee would have had to pay, under the Lease, the Master Agreement, the Construction Agency Agreement and the other Operative Documents assuming that such indebtednessdocuments were enforced in accordance with their terms (and without giving effect to any discharge or limitation thereon resulting or arising by reason of the bankruptcy or insolvency of the Lessee), liabilities plus all reasonable costs actually incurred of enforcing this Guaranty; and provided, further that with respect to indemnities that arise pursuant to Section 7.1 of the Master Agreement with respect to any Construction Land Interest during the Construction Term therefor, only the Lessor may make a claim under this Guaranty. By way of extension and not in limitation of any of its other obligations may be or hereafter become unenforceable or hereunder, but subject to the immediately preceding sentence, the Guarantor stipulates and agrees that in the event any foreclosure proceedings are commenced and result in the entering of a foreclosure judgment, any such foreclosure judgment, to the extent related to the Liabilities, shall be an allowed or disallowed claim under any Debtor Relief Lawtreated as part of the Liabilities, and including interest that accrues after the commencement by or against Guarantor unconditionally guarantees the Borrower or any Affiliate thereof full and prompt payment of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsjudgment.”

Guaranty. Integrys does hereby fully and unconditionally guarantee for the benefit of the Holders and the Trustee (the “Guaranty”) (a) Each Guarantor hereby severally absolutelythe due and punctual payment of the principal of, unconditionally and irrevocably guarantees for the Guaranteed Partiespremium, if any, and their respective successorsinterest on, endorseesall the Notes, transferees and assignswhether at Stated Maturity, by declaration of acceleration, call for redemption or otherwise, the due and punctual payment of interest on overdue principal of, premium, if any, and interest on all of the Notes, if any, and the due and punctual performance of all other obligations of PEC to the Holders or the Trustee in accordance with the terms of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full and prompt payment when due (or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) . In case of all (the failure of PEC to punctually make any such payment of principal, premium, if any, or interest, Integrys hereby agrees to cause any such payment to be made promptly when and as the same shall become due and payable, whether at Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by PEC. Integrys hereby agrees that its obligations under the Guaranty shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Note or the Indenture, any failure to enforce the provisions of any Note or the Indenture, or any waiver, modification or indulgence granted to PEC with respect thereto, by the Holder of any Note or the Trustee, or any other circumstance which may otherwise constitute a lesser legal or proportional part of) equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the indebtednessforegoing, liabilities and other obligations no such waiver, modification, or indulgence shall, without the consent of Integrys, increase the Borrower (now existing principal amount of a Note or hereafter arising) the interest rate thereon or increase any premium payable upon redemption thereof. Integrys hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of PEC, any right to require a proceeding first against PEC, protest or notice with respect to any Note or the indebtedness evidenced thereby or with respect to any sinking fund payment required pursuant to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal terms of the Loans, all interest accrued thereon, all fees due a Note issued under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the BorrowerIndenture, and all other indebtednessdemands whatsoever, liabilities and obligations covenants that the Guaranty will not be discharged with respect to any Note except by payment in full of the principal of (and premium, if any) and interest on such Note. The Guaranty shall constitute a guaranty of payment and not of collection and shall not be paid or performed impaired by the Guarantors failure to endorse evidence of the Guaranty on any Note. Integrys shall be subrogated to all rights of the Holder of a Note against PEC in connection with this Guaranty respect of any amounts paid to such Holder by Integrys pursuant to the provisions of the Guaranty; provided, however, that Integrys shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of (including any and premium, if any) and interest on all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed ObligationsNotes have been paid in full.”

Guaranty. (a) Each Guarantor The Guarantors, jointly and severally, hereby severally absolutely, unconditionally and irrevocably guarantees for irrevocably, guaranty the Guaranteed Partiespunctual payment, as and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturityand payable, by required prepaymentstated maturity or otherwise (after giving effect to any applicable grace or cure periods), declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (Obligations and any other amounts now existing or hereafter arising) to owing by the Guaranteed Parties under or Company in connection with respect of the Term Loan Purchase Agreement, the Term Notes and the other Loan Transaction Documents (such obligations, to the extent not paid by the Company, being the “Guaranteed Obligations”; provided that, when the Notes have been indefeasibly paid in full pursuant to their terms, the term “Guaranteed Obligations” shall not include any of the foregoing obligations under the Purchase Agreement or any other Transaction Documents, including all unpaid principal and any remaining obligations under such Transaction Documents shall no longer be guaranteed hereby). Without limiting the generality of the Loansforegoing, each Guarantor's liability hereunder shall extend to all interest accrued thereon, all fees due amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Investors under the Term Loan Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of any proceeding commenced by or against the Company or any Guarantor under any provision of the Bankruptcy Code (Title 11 of the United States Code) or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief, and all fees, commissions, expense reimbursements, indemnifications and all other amounts payable by due or to become due under any of the Borrower to the Guaranteed Parties thereunder, in connection therewithTransaction Documents, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advancesexpenses (including reasonable counsel fees and expenses) reasonably incurred by the Investors or the Agent in enforcing any rights under this Guaranty, debtsinvolving the Company, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim any other Grantor under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower Issuer Security Agreement or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty Guarantor hereunder (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed ObligationsTransaction Parties”).”

Guaranty. (a) Each Guarantor In consideration of, and in order to induce the Banks to make the Loans and the Issuing Bank to issue Letters of Credit hereunder, the Guarantors hereby severally absolutely, unconditionally and irrevocably guarantees for irrevocably, jointly and severally, guarantee the Guaranteed Partiespunctual payment and performance when due, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) , of the Obligations, and all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations and covenants of the Borrower (Company now existing or hereafter arising) to the Guaranteed Parties existing under or in connection with the Term Loan this Agreement, the Term Notes and the other Loan DocumentsDocuments whether for principal, interest (including all unpaid principal interest accruing or becoming owing both prior to and subsequent to the commencement of any proceeding against or with respect to the Company under any chapter of the LoansBankruptcy Code), all interest accrued thereonFees, all commissions, expenses (including reasonable attorneys' fees due under the Term Loan Agreement and expenses) or otherwise, and all other amounts payable reasonable costs and expenses, if any, incurred by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and Administrative Agent or any Bank in connection with enforcing any other Loan Document. The terms “indebtednessrights under this Guaranty (all such obligations being the "GUARANTEED OBLIGATIONS",” “liabilities” ) and “obligations” are used herein in their most comprehensive sense and include without limitation agree to pay any and all advancesreasonable expenses incurred by each Bank and the Administrative Agent in enforcing this Guaranty; PROVIDED that notwithstanding anything contained herein or in any of the Loan Documents to the contrary, debtsthe maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed such Guarantor's Maximum Guaranteed Amount, obligations and liabilitiesPROVIDED FURTHER, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or each Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of such Maximum Guaranteed Amount and the recipient of such payment, if so required by a final non-appealable order of a court of competent jurisdiction. shall then be liable for the refund of any excess amounts. If any such rebate or refund is ever required, all other Guarantors (and the Company) shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law. This Guaranty is an allowed or disallowed claim under absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditioned upon any Debtor Relief Law, and including interest that accrues after attempt to collect from the commencement by or against the Borrower Company or any Affiliate thereof other action, occurrence or circumstance whatsoever. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Guaranteed Amount of any proceeding under any Debtor Relief Laws naming such Person as Guarantor without impairing this Guaranty or affecting the debtor in such proceeding. The foregoing indebtedness, liabilities rights and other obligations remedies of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed ObligationsBanks hereunder.”

Guaranty. (a) Each For value received, Guarantor does hereby severally absolutelyunconditionally, unconditionally absolutely and irrevocably guarantees for guarantee, as primary obligor and not as a surety, to Buyer the Guaranteed Partiesfull, and their respective successors, endorsees, transferees and assigns, the full complete and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) Seller of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due and payment obligations now or hereafter owing from Seller to Buyer under Section 14the PPA, including, without limitation, compensation for penalties, the Termination Payment, indemnification payments or other damages), shall hereinafter be collectively referred as and when required pursuant to as the terms of the PPA strictly in accordance therewith (collectively, the “Guaranteed ObligationsAmount”); provided that, other than with respect to the Enforcement Expenses, Guarantor’s aggregate liability hereunder shall in no circumstances exceed $180/kW (the “Guaranty Cap”). This Guaranty is an irrevocable, absolute, unconditional and continuing guarantee of the full and punctual payment and performance, and not of collection, of the Guaranteed Amount and, except as otherwise expressly addressed herein, is in no way conditioned upon any requirement that Buyer first attempt to collect the payment of the Guaranteed Amount from Seller, any other guarantor of the Guaranteed Amount or any other person or entity or resort to any other means of obtaining payment of the Guaranteed Amount. In the event Seller shall fail to duly, completely or punctually pay any Guaranteed Amount as required pursuant to the PPA, Guarantor shall promptly pay such amount as required herein. Guarantor further agrees to pay any and all expenses (including the reasonable fees and disbursements of counsel) that may be paid or incurred by Buyer in enforcing any rights with respect to, or collecting, any or all of the Guaranteed Amount and/or enforcing any rights with respect to, or collecting against, Guarantor 79169454.10 0081519-00016 under this Guaranty (any such expenses, the “Enforcement Expenses”); it being understood and agreed that the amount of any such Enforcement Expenses shall not be included in calculating Guarantor’s liability hereunder for purposes of the Guaranty Cap.”

Guaranty. To induce Sellers to execute, deliver and perform the Purchase Agreement and Related Agreements (a) Each as defined in the Purchase Agreement), and in recognition of the direct and indirect benefits to be received by Guarantor from the Acquisition, Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Partiesguarantees, as primary obligor and their respective successors, endorsees, transferees and assignsnot merely as surety, the full and prompt performance of all obligations and payment when due of any and all obligations and liabilities (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwiseincluding all obligations and liabilities which but for the automatic stay under Section 362(a) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations Title 11 of the Borrower United States Code (now existing 11 U.S.C. Section 101, ET SEQ.) as amended from time to time, or hereafter arisingany successor statute (the "BANKRUPTCY CODE") would become due) of Obligors to Sellers, or either of them, under the Guaranteed Parties under or in connection with Purchase Agreement and the Term Loan Escrow Agreement, the Term Notes Pledge Agreement, the Xxxx of Sale and Assignment and the other Loan DocumentsAssumption Agreement (each as defined in the Purchase Agreement) at any time and from time to time based upon, including all unpaid principal arising out of or relating to the Loans, all interest accrued thereon, all fees due under the Term Loan Purchase Agreement and Related Agreements (as defined in the Purchase Agreement any of such agreements, as the case may be) (all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, such obligations and liabilities, whether now existing or hereafter arisingcollectively, whether voluntary or involuntary and whether due or not duethe "GUARANTEED OBLIGATIONS"); provided, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and that the obligations may be or hereafter become unenforceable or of Guarantor hereunder shall be an allowed or disallowed claim under any Debtor Relief Lawsubject to the condition that Obligors, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of them, shall have failed to comply with such Guaranteed Obligations for any proceeding under reason (including, without limitation, the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, composition or readjustment of, or other similar proceedings affecting the status, existence, assets or obligations of, any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the BorrowerObligors, including, without limitation, any automatic stay under Section 362(a) of the Bankruptcy Code applicable to it). If any of the Guaranteed Obligations becomes due hereunder, Guarantor unconditionally promises to pay to Sellers, together with performance and all other indebtednesspayment of such Guaranteed Obligations, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including without duplication, any and all amounts due under Section 14)reasonable expenses, shall hereinafter including but not limited to legal fees and costs, which may be collectively referred to as the “incurred by Sellers in enforcing this Guaranty and collecting any such Guaranteed Obligations.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, to Lenders the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Company to the Guaranteed Parties Lenders under or in connection with the Term Convertible Loan AgreementAgreement and the Notes and any and all other documents and instruments executed or delivered in connection therewith (each a "Document" and, collectively, the Term Notes and the other Loan "Documents"), including all unpaid principal of the Loansprincipal, all interest accrued thereon, all fees due under the Term Loan Agreement to Lenders and all other amounts payable by the Borrower Company to the Guaranteed Parties thereunder, Lenders thereunder or in connection therewith, and in connection including interest that accrues after the commencement by or against Company of any action, case or proceeding involving insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or dissolution under any applicable laws with any other Loan Documentrespect thereto (an "Insolvency Proceeding"). The terms “"indebtedness,” “" "liabilities” " and “"obligations” " are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, regardless of by what instrument, agreement, contract or entry in any Lender's accounts they may be evidenced, or whether evidenced by any instrument, agreement, contract or entry in any Lender's accounts, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable under the Bankruptcy Reform Act of 1978 (the "Bankruptcy Code") or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceedingother applicable law. The foregoing indebtedness, liabilities and other obligations of the BorrowerCompany, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1411 hereof), shall hereinafter be collectively referred to as the “Guaranteed "Obligations.”"

Guaranty. (a) Each Guarantor Holdings hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation at all times thereafter, of any and all advancesexisting and future indebtedness and liabilities of every kind, debtsnature and character, obligations and liabilities, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Secured Parties, arising hereunder and under the other Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, indebtedness and liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against Holdings, the Borrower or the other Loan Parties under Debtor Relief LawLaws, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness(collectively, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). The Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon Holdings, and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of Holdings under this Guaranty, and Holdings hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.”

Guaranty. (a) Each To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, and subject to the limitation set forth in Section 3, the Guarantor hereby severally absolutelyirrevocably and unconditionally guarantees to the Lender, unconditionally its successors and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, assigns (i) the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) , with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (and not merely a lesser or proportional part ofii) the indebtednessfull and prompt payment and performance of all terms, liabilities conditions and covenants contained in the Loan Agreement and (iii) the full and prompt performance of any and all other obligations of the Borrower (under any other documents or instruments referred to in the Loan Agreement or now existing or hereafter arising) evidencing, securing, or otherwise relating to the Guaranteed Parties under Obligations or in connection with the Term Loan Agreement, Agreement (hereinafter collectively called the Term Notes and the other "Loan Documents, including all unpaid principal "). The Guarantor hereby agrees that if any of the LoansObligations or other monetary obligations, all interest accrued thereon, all fees due under duties and covenants are not paid by the Term Loan Agreement Borrower in accordance with their respective terms or if any and all other amounts payable by sums which are now or may hereafter become due from the Borrower to the Guaranteed Parties thereunderLender under or pursuant to any of the Obligations or the Loan Documents are not paid by the Borrower in accordance with their terms, in connection therewith, and in connection with any other Loan Documentthe Guarantor will make such payments. The terms “indebtedness,” “liabilities” Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitation, reasonable attorneys' fees and “court costs) paid or incurred by the Lender in endeavoring to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all the Obligations and all of the other obligations” are used herein in their most comprehensive sense , duties and include covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation limitation, any and all advances, debts, obligations obligations, covenants and liabilitiesliabilities heretofore, whether now existing or hereafter arisingmade, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary and whether due or not dueinvoluntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtednessobligations, liabilities duties and obligations covenants may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsunenforceable.”

Guaranty. (a) Each Guarantor hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise, and at all times thereafter, subject to the Liability Cap (defined below) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advancesexisting and future indebtedness and liabilities of every kind, debtsnature and character, obligations and liabilities, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to Agent and the Lenders under the Credit Agreement and the other Loan Documents, including, but not limited to all “Obligations” (as defined in the Credit Agreement) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by Agent and the Lenders in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, indebtedness and liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against a Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief LawLaws”), and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness(collectively, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”); provided, however, notwithstanding anything to the contrary set forth herein, the maximum aggregate liability of the Guarantors hereunder shall in no event exceed $11,200,000 (the “Liability Cap”). The Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor and conclusive, absent manifest error, for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing, save and except for the defense of payment to the extent, and solely with respect to, amounts that have been indefeasibly paid, and required obligations that have been performed, in each case, in full in accordance with the Credit Agreement.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) Subsidiary Obligors to the Guaranteed Parties under or in connection with the Term Loan Credit Agreement, the Term Notes Notes, the Issuer Documents and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower Subsidiary Obligors to the Guaranteed Parties thereunder, thereunder or in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower any Subsidiary Obligor or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the BorrowerSubsidiary Obligors, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1410.04 of the Credit Agreement), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each The Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for to the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, Lender the full and prompt punctual payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (present and not merely a lesser or proportional part of) the indebtednessfuture amounts, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties Lender or to any successor or transferee thereof under or pursuant to the Note, this Agreement or any of the collateral documents executed by the Borrower in favor of the Lender in connection with the Term Loan Agreement, Note (the Term Notes and the other Loan "Collateral Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities"), whether said amounts, liabilities or obligations are liquidated or unliquidated, now existing or hereafter arising, whether voluntary or involuntary in principal, interest, deferral and whether due or not duedelinquency charges, absolute or contingentprepayment premiums, liquidated or unliquidatedcosts and attorneys' fees, determined or undeterminedas therein stipulated, and whether recovery under and pursuant to all amendments, supplements and restatements to any of said documents (the "Indebtedness"). Payments made on the Indebtedness will not discharge or diminish the obligations and liability of the Guarantor under this Agreement for any remaining and succeeding Indebtedness. As to the Guarantor, the guarantee provided for in this Agreement is an absolute, unconditional, continuing guarantee of payment and not of collectibility and is in no way conditioned upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under limited by: (a) any Debtor Relief Law, and including interest that accrues after attempt to collect from the Borrower; (b) the commencement of any bankruptcy or receivership proceedings by or against the Borrower Borrower; (c) the Borrower's discharge or reduction of its liability (or any Affiliate thereof part thereof) under federal bankruptcy law or any applicable state law; (d) any attempt to collect from, or the exercise of any proceeding rights and remedies against, any person other than the Borrower who may at any time now or hereafter be primarily or secondarily liable for any or all of the 81 Indebtedness, including, without limitation, the Guarantor and any other maker, endorser, surety, or guarantor of all or a portion of the Indebtedness (all of the aforementioned persons in this clause (b) other than the Borrower being herein called collectively the "Obligors" and individually an "Obligor"); or (e) any resort or recourse to or against any security or collateral now or hereafter pledged, assigned, or granted to the Lender under the provisions of any Debtor Relief Laws naming such Person instrument or agreement or otherwise assigned or conveyed to it. If the Borrower fails to pay any of the Indebtedness, when and as the debtor same shall become due and payable (whether by acceleration, declaration, extension or otherwise), the Guarantor shall on demand pay the same to the Lender in such proceeding. The foregoing indebtednessimmediately available funds, liabilities and other obligations in lawful money of the BorrowerUnited States of America, and all other indebtedness, liabilities and obligations at its address specified in or pursuant to be paid or performed by the Guarantors in connection with Section 8 of this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed ObligationsAgreement.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally guarantees to the -------- Agent and irrevocably guarantees for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, Funding Parties the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, acceleration, demand acceleration or otherwise) , and at all times thereafter, and the full and prompt performance, of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower Liabilities (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documentsas hereinafter defined), including all unpaid principal rent, interest and earnings on any such Liabilities whether accruing before or after any bankruptcy or insolvency case or proceeding involving Guarantor, or any other Person and, if rent, interest or earnings on any portion of such obligations ceases to accrue by operation of law by reason of the Loanscommencement of such case or proceeding, including such rent, interest and earnings as would have accrued on any such portion of such obligations if such case or proceeding had not commenced, and further agrees to pay all interest accrued thereonreasonable expenses (including reasonable attorneys' fees and legal expenses) actually paid or incurred by each of the Funding Parties in endeavoring to collect the Liabilities, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewithor any part thereof, and in connection with enforcing this Guaranty. Notwithstanding the foregoing, during the Construction Term for any other Loan DocumentLeased Property, only the Lessor shall be entitled to make a claim under this Guaranty for Liabilities related to such Leased Property. The terms “indebtedness,” “liabilities” and “obligations” are term "Liabilities", as used herein herein, shall mean all of the ----------- following, in their most comprehensive sense and include without limitation any and all advanceseach case howsoever created, debts, obligations and liabilitiesarising or evidenced, whether now existing direct or hereafter arisingindirect, whether voluntary joint or involuntary and whether due or not dueseveral, absolute or contingent, liquidated or unliquidatednow or hereafter existing, determined or undetermineddue or to become due: all amounts payable by the Lessees or the Construction Agent to the Agent and the Funding Parties under the Lease (including, without limitation, Basic Rent and Supplemental Rent), the Master Agreement, the Construction Agency Agreement or any other Operative Document; provided, however, that the Guarantor will not be obligated to pay to the Agent -------- ------- and Funding Parties under this Guaranty any amounts greater than the Lessees and the Construction Agent would have had to pay to the Agent and the Funding Parties under the Lease, the Master Agreement, the Construction Agency Agreement and the other Operative Documents assuming that such documents were enforced in accordance with their terms (and without giving effect to any discharge or limitation thereon resulting or arising by reason of the bankruptcy or insolvency of a Lessee), plus all actual and reasonable costs of enforcing this Guaranty. By way of extension but not in limitation of any of its other obligations hereunder, Guarantor stipulates and agrees that if any foreclosure proceedings are commenced with respect to any Leased Property and result in the entering of a foreclosure judgment, any such foreclosure judgment, to the extent related to the Liabilities and payable to any of the Funding Parties, shall be treated as part of the Liabilities, and whether recovery upon Guarantor unconditionally guarantees the full and prompt payment of such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsjudgment.”

Guaranty. (a) Each Guarantor To induce the Lenders to make the Loans to the Euro Borrowers and the Swing Loan Borrowers, as the case may be, and the Issuing Banks to Issue Letters of Credit for the account of the Euro Borrowers, the U.S. Borrower hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Partiesguarantees, as primary obligor and their respective successors, endorsees, transferees and assignsnot merely as surety, the full and prompt punctual payment when due (due, whether at stated maturitymaturity or earlier, by required prepayment, declaration, reason of acceleration, demand mandatory prepayment or otherwise) of all (and not merely a lesser otherwise in accordance herewith or proportional part of) the indebtednessany other Loan Document, liabilities and other obligations of the Borrower (now existing or hereafter arising) to principal of and interest on the Guaranteed Parties under or in connection with the Term Loan AgreementLoans made by each Lender to, the Term Notes and the other Loan DocumentsNotes held by each Lender of, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement each Euro Borrower or Swing Line Borrower and all other amounts payable by the Borrower from time to time owing to the Guaranteed Parties thereunderLenders or the Administrative Agent by any Euro Borrower or any Swing Loan Borrower under this Agreement pursuant hereto, to its Euro Borrower Designation or its Swing Loan Borrower Designation, as applicable, and under the Notes, in connection therewitheach case strictly in accordance with the terms hereof or thereof (such obligations being herein collectively called, and in connection with any other Loan Document. The terms the “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilitiesGuarantied Obligations”), whether now existing or not from time to time reduced or extinguished or hereafter arisingincreased or incurred, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter may become unenforceable or shall be an allowed or disallowed claim under barred by any Debtor Relief Lawstatute of limitations, and whether enforceable or unenforceable as against any Euro Borrower or Swing Line Borrower, now or hereafter existing, or due or to become due, including principal, interest (including interest that accrues at the contract rate applicable upon default accrued or accruing after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming the Bankruptcy Code, whether or not such Person as the debtor interest is an allowed claim in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationsfees and costs of collection. This guaranty constitutes a guaranty of payment and not of collection.”

Guaranty. Guarantor hereby unconditionally, absolutely, and irrevocably guarantees and promises to pay to Lender or order, on demand, in lawful money of the United States of America, in immediately available funds, all sums for which Borrower is now or hereafter liable to Lender as a direct or indirect result of : (a) Each Guarantor hereby severally absolutelyBorrower's obligations and liabilities under any master lease, unconditionally guaranty or indemnity; (b) actual fraud or material misrepresentation; (c) failure to deliver any insurance or condemnation proceeds or awards received by Borrower to Lender or to otherwise apply such sums as required under the terms of the Loan Documents or any other instrument now or hereafter securing the Note; (d) failure to pay property or other taxes, assessments or charges which may create liens on any portion of the Property; (e) failure to apply any rents, royalties, accounts, revenues, income, issues, profits and irrevocably guarantees for other benefits from the Guaranteed Parties, Property which are collected or received by Borrower during the period of any Default (as defined in the Deed of Trust) or after acceleration of the indebtedness and their respective successors, endorsees, transferees and assigns, other sums owing under the full and prompt Loan Documents to the payment when due of either (whether at stated maturity, by required prepayment, declaration, acceleration, demand i) such indebtedness or otherwise) of all other sums or (and not merely a lesser or proportional part ofii) the indebtedness, liabilities normal and other obligations necessary operating expenses of the Property; (f) security deposits which are received by Borrower (from tenants of the Property and which are not delivered to Lender following the foreclosure or other transfer of the Property to Lender or otherwise applied as required under the terms of the Loan Documents or any other instrument now existing or hereafter arisingsecuring the Loan; (g) the commission by Borrower of material physical waste of the Property (including the actual authorization by Borrower of the commission by others of such material physical waste of the Property), including, without limitation, failure to maintain the Guaranteed Parties Property in a satisfactory manner as measured by the conduct of professional managers of similar properties in similar locations; (h) all loss, damage, cost and expense (including attorneys' fees and expenses) incurred by Lender as a result of or relating to any material modification, or any termination or cancellation, without Lender's prior written consent, of any of the leases or other occupancy agreements in effect at or concerning the Property and assigned to Lender under the Loan Documents; (i) all loss, damage, cost and expense (including attorneys' fees and expenses) incurred by Lender as a result of the removal or disposal by Borrower or its representatives or agents, in connection with violation of the Term Loan Agreement, the Term Notes and the other Loan Documents, of any collateral for the Loan on, at, or affixed to the Property; (j) all loss, damage, cost and expense (including all unpaid principal attorneys' fees and expenses) incurred by Lender as a result of an uninsured casualty or from a casualty or liability that is not insured in the Loans, all interest accrued thereon, all fees due amount and to the extent required under the Term Loan Agreement and all other amounts payable Documents; or (k) any breach by Borrower of any covenant in the Borrower to Note or in the Guaranteed Parties thereunder, Deed of Trust regarding "Hazardous Materials" (as defined in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower Deed of Trust) or any Affiliate thereof representation or warranty of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations Borrower regarding "Hazardous Materials" proving to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligationshave been untrue when made.”

Guaranty. (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Partiesto Lender, and their respective its successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties Lender under or in connection with the Term Loan Credit Agreement, the Term Notes Notes, the Supply Agreement and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Credit Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, Lender thereunder or in connection therewith, therewith and in connection with any other Loan Documentall sums payable under the Supply Agreement. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by Bankruptcy Code or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceedingother applicable law. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors Guarantor in connection with this Guaranty (including any and all amounts due under Section 1415), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. (a) Each Guarantor Holdings hereby severally absolutelyabsolutely and unconditionally guarantees, unconditionally as a guaranty of payment and irrevocably guarantees for the Guaranteed Partiesperformance and not merely as a guaranty of collection, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (due, whether at stated maturity, by required prepayment, declaration, upon acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Parties under or in connection with the Term Loan Agreement, the Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation at all times thereafter, of any and all advancesexisting and future indebtedness and liabilities of every kind, debtsnature and character, obligations and liabilities, whether now existing direct or hereafter arising, whether voluntary or involuntary and whether due or not dueindirect, absolute or contingent, liquidated or unliquidated, determined voluntary or undeterminedinvoluntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Administrative Agent and the Lenders, arising hereunder and under the other Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Administrative Agent or the Lenders in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness, indebtedness and liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against Holdings, the Borrower or the other Loan Parties under Debtor Relief LawLaws, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness(collectively, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations”). The Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon Holdings, and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of Holdings under this Guaranty, and Holdings hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.”