Common use of Additional Guarantors Clause in Contracts

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors of the Borrower may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a counterpart of this Guaranty in the form of Exhibit A attached hereto. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) as required under subsection 6.8 of the Credit Agreement, by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of such Persons as are identified as “Guarantors” on the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached heretosignature pages hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Persons that are Subsidiaries or other Affiliates of the Borrower any Credit Party may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoJoinder to Multiparty Guaranty. Upon delivery of any such counterpart Joinder to Multiparty Guaranty to each of the Administrative AgentBeneficiaries, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto in such capacity as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Beneficiaries not to cause any Subsidiary Guarantor of the Borrower any Credit Party to become an Additional Guarantor hereunder. This Multiparty Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors of the Borrower may become parties hereto as additional Guarantors hereto, pursuant to the provisions of the Loan Agreement (each an “Additional Guarantor”) by executing a counterpart of this Guaranty in the form of Exhibit A attached hereto. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto effective as if of the date of execution by such Additional Guarantor were an original signatory hereofGuarantor. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “"Additional Guarantor”) "), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the of Administrative Agent not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) "ADDITIONAL GUARANTOR"), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the Administrative of Agent not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors Subsidiaries of the Borrower that are signatories hereto and that hereto, which are listed on Schedule 1 attached hereto. From time to time subsequent to after the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a counterpart of this Guaranty Joinder Agreement in the form of Exhibit A attached hereto. Upon delivery of any such counterpart Guaranty Joinder Agreement to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor hereunder and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty Agreement shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors Subsidiaries of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a counterpart of this Guaranty Agreement in the form of Exhibit A attached hereto. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty Agreement shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower Issuer that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors of the Borrower Issuer may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a counterpart of this Guaranty in the form of Exhibit A attached hereto. Upon delivery of any such counterpart to the Administrative Agenteach holder of Notes, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors Domestic Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Domestic Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the of Administrative Agent not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors Subsidiaries of the Borrower that are signatories hereto and that hereto, which are listed on Schedule 1 I attached hereto. From time to time subsequent to after the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a counterpart of this Guaranty Joinder Agreement in the form of Exhibit A attached heretohereto or another form acceptable to the Administrative Agent (such Guaranty Joinder Agreement or other acceptable form, a “Joinder Agreement”). Upon delivery of any such counterpart Joinder Agreement to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor hereunder and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors of the Borrower Persons may become parties hereto as additional Guarantors (each each, an “Additional Guarantor”) ), by executing a counterpart of this Guaranty Joinder Agreement in the form of Exhibit A attached heretohereto and delivering all documentation and other information that the Administrative Agent or any Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act. Upon delivery of any such counterpart Joinder Agreement to the Administrative Agent, notice of which is hereby waived by each other Guarantor, and acceptance by the GuarantorsAdministrative Agent of such Joinder Agreement, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereofhereto. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the of Administrative Agent not to cause any Subsidiary Guarantor or Affiliate of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each those Subsidiaries of the Subsidiary Guarantors of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors of the Borrower Persons may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), in accordance with the terms of Section 9.7 of the Note Agreement by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative Agentexecuted counterpart, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor under this Guaranty with the same force and shall be a party hereto effect, and subject to the same agreements, representations, guaranties, indemnities, liabilities and obligations as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Beneficiaries not to cause any Subsidiary Person otherwise obligated to become a Guarantor hereunder pursuant to the terms of the Borrower Note Agreement to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder. The execution of a counterpart of this Guaranty by any Person shall not require the consent of any other Guarantor and all of the Guaranteed Obligations of each Guarantor under this Guaranty shall remain in full force and effect notwithstanding the addition of any Additional Guarantor to this Guaranty.

Additional Guarantors. The initial Subsidiary Guarantors hereunder shall be each of such Persons as are identified as “Subsidiary Guarantors” on the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached heretosignature pages hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Persons that are Subsidiaries or other Affiliates of the Borrower any Credit Party may become parties hereto hereto, as additional Subsidiary Guarantors (each an “Additional Subsidiary Guarantor”) ), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoJoinder to Multiparty Guaranty. Upon delivery of any such counterpart Joinder to Multiparty Guaranty to each of the Administrative AgentBeneficiaries, notice of which is hereby waived by the Subsidiary Guarantors, each such Additional Subsidiary Guarantor shall be a Subsidiary Guarantor and shall be as fully a party hereto in such capacity as if such Additional Subsidiary Guarantor were an original signatory hereof. Each Subsidiary Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Subsidiary Guarantor hereunder, or nor by any election by of the Administrative Agent Beneficiaries not to cause any Subsidiary Guarantor of the Borrower any Credit Party to become an Additional Subsidiary Guarantor hereunder. This Multiparty Guaranty shall be fully effective as to any Subsidiary Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Subsidiary Guarantor hereunder.

Additional Guarantors. (a) The initial Guarantors hereunder shall be each Holdings and such of the Subsidiary Guarantors Subsidiaries of the Borrower that as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower may become parties hereto party hereto, as additional Guarantors (each an “"Additional Guarantor”) "), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoAgreement. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantorseach Guarantor, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the Administrative Agent of any Beneficiary not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty Agreement shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time date hereof, pursuant to Section 7(j) or Section 8(n), as the case may be, additional Subsidiary Guarantors Subsidiaries of the Borrower Parent Guarantor or newly formed or acquired wholly-owned Subsidiaries of Parent Guarantor may become parties hereto as additional Guarantors (each an “Additional GuarantorGuarantors”) by executing a counterpart of this an Addendum to Guaranty substantially in the form of attached hereto as Exhibit A attached hereto(an “Addendum to Guaranty”). Upon delivery of any such counterpart Addendum to Guaranty to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor hereunder and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereofhereto as of the date of such Addendum to Guaranty. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent or the Secured Parties not to cause any wholly-owned Subsidiary of Parent Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors Subsidiaries of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a counterpart of this Guaranty in the form of Exhibit A attached hereto. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower that such Persons as are signatories hereto and that are listed to this Agreement as Guarantors on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Persons that are Subsidiaries of the Borrower any Credit Party may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoJoinder to Multiparty Guaranty. Upon delivery of any such counterpart Joinder to Multiparty Guaranty to each of the Administrative AgentBeneficiaries, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto in such capacity as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Beneficiaries not to cause any Subsidiary Guarantor of the Borrower any Credit Party to become an Additional Guarantor hereunder. This Multiparty Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty Joinder Agreement in the form of attached as Exhibit A attached hereto(a “Counterpart”). Upon delivery of any such counterpart Counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower Issuer that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors of the Borrower Issuer may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a counterpart of this Guaranty in the form of Exhibit A attached hereto. Upon delivery of any such counterpart to the Administrative Agenteach holder of Notes, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower Issuer to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “"Additional Guarantor”") by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the of Administrative Agent not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each Holdings and such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), as required under subsection 6.8 of the Credit Agreement, by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors pursuant to Section 5.9 of the Borrower Exchange Agreement, Subsidiaries of Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Holders not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each such of the Subsidiary Guarantors Material Subsidiaries of the Borrower that as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Material Subsidiaries of the Borrower (other than Financing Subsidiaries or Insurance Subsidiaries) may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) "ADDITIONAL GUARANTOR"), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the of Administrative Agent not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder Guarantor(s) shall be each of such Person(s), if any, as are identified as “Guarantors” on the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached heretosignature pages hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Persons that are Subsidiaries or other Affiliates of the Borrower Company may become parties hereto as additional required by paragraphs 3A or 5G of this Agreement, as Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoJoinder Agreement. Upon delivery of any such counterpart Joinder Agreement to each of the Administrative AgentBeneficiaries, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto in such capacity as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Beneficiaries not to cause any Subsidiary Guarantor or other Affiliate of the Borrower Company to become an Additional Guarantor hereunder. This Multiparty Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) "ADDITIONAL GUARANTOR"), by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors Starwood REIT and such Subsidiaries of the Borrower that or Starwood REIT as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower or Starwood REIT may become parties hereto party hereto, as additional Guarantors (each an “"Additional Guarantor”) "), by executing a counterpart of this Guaranty in the form Agreement and delivery of Exhibit A attached hereto. Upon delivery a copy of any such counterpart to the Administrative AgentLenders. Upon such delivery, notice of which is hereby waived by the Guarantorseach Guarantor, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the Administrative Agent of any Beneficiary not to cause any Subsidiary Guarantor of the Borrower or Starwood REIT to become an Additional Guarantor hereunder. This Guaranty Agreement shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors other Subsidiaries of the Borrower may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in substantially the form of attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors of the Borrower that Restricted Subsidiaries as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Restricted Subsidiaries (including any Unrestricted Subsidiary Guarantors of the Borrower that becomes a Restricted Subsidiary) may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to each of the Administrative AgentAgents, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors in accordance with Section 6.12(a)(i) of the Borrower Credit Agreement, additional Persons may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a counterpart of this Guaranty in the form of Exhibit A attached hereto. Upon delivery of any such counterpart to the Administrative Agent, as well as delivery of all other documents set forth in Section 6.12 of the Credit Agreement, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower Parent to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors in accordance with Section 2.17(c) of the Borrower Credit Agreement, additional Persons may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a counterpart of this Guaranty in the form of Exhibit A attached hereto. Upon delivery of any such counterpart to the Administrative Agent, as well as delivery of all other documents set forth in Section 2.17(c) of the Credit Agreement, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors of the Borrower may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a counterpart of this Guaranty in the form of Exhibit A attached hereto. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Subject to Section 22, this Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors of the Borrower may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a counterpart of this Guaranty in the form of Exhibit A attached hereto. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors of the Borrower Any other Person may become parties hereto as an additional Guarantors (each an “Additional Guarantor”) Guarantor under and become bound by executing a counterpart the terms and conditions of this Guaranty by executing and delivering to Secured Party an Instrument of Joinder substantially in the form attached hereto as Exhibit A, accompanied by such documentation as Secured Party may require to establish the due organization, valid existence and good standing of Exhibit A attached heretosuch Person, its qualification to engage in business in each material jurisdiction in which it is required to be so qualified, its authority to execute, deliver and perform this Guaranty, and the identity, authority and capacity of each Responsible Official thereof then authorized to act on its behalf. Upon delivery of any such counterpart Instrument of Joinder to the Administrative Agentand acceptance thereof by Secured Party, notice of which acceptance is hereby waived by the Guarantors, each such Additional additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereofhereto. Each Guarantor expressly agrees that its obligations arising hereunder and under any other Loan Document shall not be affected or diminished by the addition or release of any other Guarantor additional Guarantors hereunder, or nor by any election by the Administrative Agent of Secured Party not to cause any Subsidiary Guarantor of the Borrower to become an Additional additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that who is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Subsidiary Guarantors hereunder shall be each such of the Subsidiary Guarantors Restricted Subsidiaries of the Borrower that as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Restricted Subsidiaries of the Borrower (including any Unrestricted Subsidiary that becomes a Restricted Subsidiary) may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Material Subsidiaries of the Borrower may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the GuarantorsGuarantor, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each the Borrower and such of the Subsidiary Guarantors Subsidiaries of the Borrower that as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) "ADDITIONAL GUARANTOR"), by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each the Borrower, Holdings and such of the Subsidiary Guarantors of the Borrower that their Affiliates as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Restricted Subsidiaries (including any Unrestricted Subsidiary Guarantors of the Borrower that becomes a Restricted Subsidiary and any Electing Guarantor) may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of Joinder Agreement to this Guaranty in the Guaranty. A form of such a Joinder Agreement is attached hereto as Exhibit A attached hereto. A. Upon delivery of any such counterpart Joinder Agreement to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors pursuant to Section 5.9 of the Borrower Purchase Agreement, Subsidiaries of Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Holders not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder Guarantor(s) shall be each of such Person(s), if any, as are identified as “Guarantors” on the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached heretosignature pages hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Persons that are Subsidiaries or other Affiliates of the Borrower Company may become parties hereto as additional required by paragraph 5G of this Agreement, as Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoJoinder Agreement. Upon delivery of any such counterpart Joinder Agreement to each of the Administrative AgentBeneficiaries, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto in such capacity as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Beneficiaries not to cause any Subsidiary Guarantor or other Affiliate of the Borrower Company to become an Additional Guarantor hereunder. This Multiparty Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each Bairnco and such of the Subsidiary Guarantors Subsidiaries of the Borrower that Bairnco as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Bairnco may become parties hereto hereto, as additional Guarantors (each an and “Additional Guarantor”) by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the Administrative of Agent not to cause any and Subsidiary Guarantor of the Borrower Bairnco to become an and Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of to this Guaranty substantially in the form of attached as Exhibit A attached hereto(a “Counterpart”). Upon delivery of any such counterpart Counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each --------------------- such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “"Additional ---------- Guarantor”) "), by executing a counterpart counterpart, a form of which is attached as --------- Exhibit A, of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower any Guarantor may become parties hereto as additional Guarantors (each an “the "Additional Guarantor”) Guarantors"), by executing a counterpart of this Guaranty (the "Counterpart") substantially in the form of Exhibit A attached hereto. Upon delivery of any such counterpart Counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereofhereto. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the Administrative of Agent not to cause any Subsidiary Guarantor of the Borrower Guarantors to become an Additional Guarantor hereunder. This Guaranty Agreement shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder --------------------- shall be each such of the Subsidiary Guarantors Material Domestic Subsidiaries of the Borrower that as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) "ADDITIONAL GUARANTOR"), by executing a counterpart counterpart, a form of which is attached as Exhibit A, of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such --------- counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Subsidiary Guarantors hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Subsidiary Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the Administrative Agent of Guarantied Party not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such --------------------- of the Subsidiary Guarantors Material Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Material Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) "ADDITIONAL GUARANTOR"), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the Administrative of Agent or Required Banks not to cause any Material Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder --------------------- shall be each such of the Subsidiary Guarantors Restricted Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Restricted Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “"Additional Guarantor”) "), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the of Administrative Agent not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower Material Subsidiaries that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors of the Borrower Material Subsidiaries may become parties hereto as additional Guarantors (each an “Additional Guarantor”) pursuant to Section 6.12 of the Credit Agreement by executing a counterpart of this Guaranty Agreement in the form of Exhibit A attached hereto. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Material Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty Agreement shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “"Additional Guarantor”) "), by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Holdings as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Holdings may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) "ADDITIONAL GUARANTOR"), by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Exh. XII-B-10 Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower Holdings to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors Consolidated Subsidiaries and Unconsolidated Affiliates of the Borrower ProLogis that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Consolidated Subsidiaries of the Borrower ProLogis may become parties hereto as additional Guarantors guarantors (each an “Additional Guarantor”) by executing a counterpart of this Guaranty Agreement in the form of Exhibit A attached hereto. Upon delivery of any such counterpart to the Administrative Collateral Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Collateral Agent not to cause any Consolidated Subsidiary Guarantor of the Borrower ProLogis to become an Additional Guarantor hereunder. This Guaranty Agreement shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors Subsidiaries of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a counterpart of this Exhibit G Guaranty Agreement in the form of Exhibit A attached hereto. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty Agreement shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors Domestic Subsidiaries and Affiliates of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Domestic Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Parties, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Parties not to cause any Domestic Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of to this Guaranty substantially in the form of Exhibit A attached heretoannexed hereto (a “Counterpart”). Upon delivery of any such counterpart Counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors the Subsidiaries of the Borrower may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in substantially the form of attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors pursuant to Section 5.9 of the Borrower Exchange Agreement, Subsidiaries of Company may become parties hereto hereto, as additional Guarantors (each an “"Additional Guarantor”) "), by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Holders not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such --------------------- of the Subsidiary Guarantors Domestic Subsidiaries of the Borrower that as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Domestic Subsidiaries of the Borrower may become parties hereto hereto, as additional Guarantors (each an “"Additional Guarantor”) "), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative Collateral Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the Administrative of Collateral Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each such of the Subsidiary Guarantors Domestic Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Domestic Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors Restricted Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Restricted Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) "ADDITIONAL GUARANTOR"), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the of Administrative Agent not to cause any Restricted Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each the Subsidiaries of the Subsidiary Guarantors of the Borrower Company that are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), pursuant to the terms of the Private Shelf Agreement, by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative AgentGuarantied Parties, notice of which is hereby waived by the Company or the relevant Issuer Subsidiary, as applicable, and the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Required Holders not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors of the Borrower After-Acquired Subsidiaries may become parties hereto as additional Subsidiary Guarantors (each an “Additional Guarantor”) by executing a counterpart of to this Subsidiary Guaranty in the form of Exhibit A attached hereto. EXHIBIT B. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantorseach Subsidiary Guarantor, each such Additional Guarantor After-Acquired Subsidiary shall be a Subsidiary Guarantor and shall be a party hereto as if such Additional Guarantor After-Acquired Subsidiary were an original signatory hereof. Each Subsidiary Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Subsidiary Guarantor hereunder, or by any election by the Administrative Agent not to cause any After-Acquired Subsidiary Guarantor of the Borrower to become an Additional a Subsidiary Guarantor hereunder. This Subsidiary Guaranty shall be fully effective as to any Subsidiary Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Subsidiary Guarantor hereunder. REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.

Additional Guarantors. The initial Guarantors hereunder shall be each ChipPAC and all of the Subsidiary Guarantors Subsidiaries of ChipPAC as on the Borrower that are signatories hereto date hereof (other than the Company, ChipPAC Shanghai I and that are listed on Schedule 1 attached heretoChipPAC Shanghai II). From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of ChipPAC may (or shall if required pursuant to subsection 6.9 of the Borrower may Credit Agreement) become parties hereto as additional Guarantors (each an “"Additional Guarantor”) "), by executing a counterpart of this Guaranty in the form of Exhibit A attached hereto-------------------- Guaranty. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by each of the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower ChipPAC to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors Foreign Subsidiaries of the Borrower that as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Foreign Subsidiaries of the Borrower may become parties hereto hereto, as additional Guarantors (each an “"Additional Guarantor”) "), by executing a counterpart of this Guaranty joinder in the form of Exhibit A attached hereto. Upon delivery of any such counterpart joinder to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the Administrative of Agent not to cause any Foreign Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each Each Guarantor acknowledges that, pursuant to Section 5.12 of the Credit Agreement, the Borrower is required to cause each Person which becomes a domestic Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time or any Guarantor to time subsequent to the time hereof, additional Subsidiary Guarantors of the Borrower may become parties a party hereto as an additional Guarantors Guarantor (each such Person, an “"Additional Guarantor”") under this Agreement by executing an Instrument of Assumption and Joinder (a counterpart of this Guaranty "Joinder") substantially in the form of Exhibit A K attached heretoto the Credit Agreement. Upon delivery of any such counterpart Joinder to the Administrative Agent or the Collateral Agent, as the case may be, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be deemed a Guarantor hereunder and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereofhereto. Each Guarantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected or diminished (a) by the addition or release of any other Guarantor hereunder, or by (b) any election failure by the Administrative Agent not Borrower or any Guarantor to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor or a Guarantor hereunder or (c) by reason of the Collateral Agent's or any Secured Party's actions in effecting, or failure to effect, any such Joinder, or in releasing any Guarantor hereunder, in each case without the necessity of giving notice to or obtaining the consent of any other Guarantor. This Guaranty Agreement shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each Holdings, and such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) as required under subsection 6.8 of the Credit Agreement, by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall --------------------- be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “"Additional Guarantor”) "), by -------------------- executing a counterpart counterpart, a form of which is attached as Exhibit A, of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors of the Borrower After-Acquired Subsidiaries may become parties hereto as additional Subsidiary Guarantors (each an “Additional Guarantor”) by executing a counterpart of to this Subsidiary Guaranty in the form of Exhibit A attached hereto. EXHIBIT B. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantorseach Subsidiary Guarantor, each such Additional Guarantor After-Acquired Subsidiary shall be a Subsidiary Guarantor and shall be a party hereto as if such Additional Guarantor After-Acquired Subsidiary were an original signatory hereof. Each Subsidiary Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Subsidiary Guarantor hereunder, or by any election by the Administrative Agent not to cause any After-Acquired Subsidiary Guarantor of the Borrower to become an Additional a Subsidiary Guarantor hereunder. This Subsidiary Guaranty shall be fully effective as to any Subsidiary Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Subsidiary Guarantor hereunder. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGES FOLLOW.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each such of the Subsidiary Guarantors Domestic Subsidiaries of the Borrower that LS&Co. as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower LS&Co. may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) "ADDITIONAL GUARANTOR"), by executing a counterpart counterpart, a form of which is attached hereto as EXHIBIT A, of this Guaranty in the form of Exhibit A attached heretoSubsidiary Guaranty. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower LS&Co. to become an Additional Guarantor hereunder. This Subsidiary Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors Restricted Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors domestic Restricted Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the of Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors Consolidated Affiliates of the Borrower that are signatories hereto and that are listed on Schedule SCHEDULE 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors Consolidated Affiliates of the Borrower may become parties hereto as additional Guarantors guarantors (each an “Additional Guarantor”"ADDITIONAL GUARANTOR") by executing a counterpart of this Guaranty Agreement in the form of Exhibit EXHIBIT A attached hereto. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor Consolidated Affiliates of the Borrower to become an Additional Guarantor hereunder. This Guaranty Agreement shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.. SCHEDULE 1 PROLOGIS TRUST SUBSIDIARY GUARANTORS ENTITY STATE OF FORMATION

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors of the Borrower Any other Person may become parties hereto as an additional Guarantors (each an “Additional Guarantor”) Guarantor under and become bound by executing a counterpart the terms and conditions of this Guaranty by executing and delivering to Secured Party an Instrument of Joinder substantially in the form attached hereto as Exhibit A, accompanied by such documentation as Secured Party may require to establish the due organization, valid existence and good standing of Exhibit A attached heretosuch Person, its qualification to engage in business in each material jurisdiction in which it is required to be so qualified, its authority to execute, deliver and perform this Guaranty, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf. Upon delivery of any such counterpart Instrument of Joinder to the Administrative Agentand acceptance thereof by Secured Party, notice of which acceptance is hereby waived by the Guarantors, each such Additional additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor Grantor were an original signatory hereofhereto. Each Guarantor expressly agrees that its obligations arising hereunder and under any other Loan Document shall not be affected or diminished by the addition or release of any other Guarantor additional Guarantors hereunder, or nor by any election by the Administrative Agent of Secured Party not to cause any Subsidiary Guarantor of the Borrower to become an Additional additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that who is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of Parent and the Borrower that Credit Parties as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors direct and indirect Subsidiaries of the Borrower any Guarantor may become parties hereto hereto, as additional Guarantors (each each, an “Additional Guarantor”) ), by executing a counterpart of this Guaranty substantially in the form of Exhibit A attached hereto. Upon delivery of any such counterpart to the Administrative AgentLender, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereofhereto. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or hereunder nor by any election by the Administrative Agent of Lender not to cause any Subsidiary of any Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder Guarantor(s) shall be each of such Person(s), if any, as are identified as “Guarantors” on the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached heretosignature pages hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Persons that are Subsidiaries or other Affiliates of the Borrower a Co-Issuer may become parties hereto as additional required by paragraph 5G of this Agreement, as Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoJoinder Agreement. Upon delivery of any such counterpart Joinder Agreement to each of the Administrative AgentBeneficiaries, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto in such capacity as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Beneficiaries not to cause any Subsidiary Guarantor or other Affiliate of the Borrower any Co-Issuer to become an Additional Guarantor hereunder. This Multiparty Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “"Additional Guarantor”) "), by executing a counterpart counterpart, a form of which is attached as Exhibit A, of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor hereunder shall be each of the Subsidiary Guarantors of Company that is a signatory hereto on the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. date hereof From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) "ADDITIONAL GUARANTOR"), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the Administrative Agent of Guarantied Party not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors Subsidiaries of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower may become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a counterpart of this Guaranty in the form of Exhibit A attached hereto. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors Subsidiaries of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors Subsidiaries of Borrower may, as required under the Borrower may Credit Agreement, become parties hereto as additional Guarantors (each an “Additional Guarantor”) by executing a counterpart of this Guaranty Agreement in the form of Exhibit A attached hereto. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty Agreement shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors pursuant to the terms of the Borrower Note Purchase Agreement, additional subsidiaries of the Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty joinder agreement in the form of attached hereto as Exhibit A attached hereto. A. Upon delivery of any such counterpart joinder agreement to the Administrative AgentNoteholders, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Noteholders not to cause any Subsidiary Guarantor subsidiary of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each such of the Subsidiary Guarantors Domestic Subsidiaries of the Borrower that as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) "ADDITIONAL GUARANTOR"), by executing a counterpart counterpart, a form of which is attached hereto as EXHIBIT A, of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower that are signatories hereto VitalStream and that are listed on Schedule 1 attached heretoVitalStream Broadcasting. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower may Company, VitalStream Broadcasting or VitalStream shall become parties hereto within five (5) business days after becoming a Subsidiary of Company, VitalStream Broadcasting or VitalStream, as additional Guarantors (each an “Additional Guarantor”) "ADDITIONAL GUARANTOR"), by executing a counterpart counterpart, a form of which is attached as Exhibit A, of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative Agenteach Beneficiary, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the Administrative Agent not to cause any Subsidiary Guarantor subsidiary of the Borrower to become Company becoming an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Borrowers as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the any Borrower may become parties hereto hereto, as additional Guarantors (each an “"Additional Guarantor”) "), by executing a counterpart of this Guaranty joinder in the form of Exhibit A attached hereto. Upon delivery of any such counterpart joinder to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the Administrative of Agent not to cause any Subsidiary Guarantor of the any Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors other Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in substantially the form of attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors direct and indirect Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors direct and indirect Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty joinder in the form of Exhibit A attached hereto. Upon delivery of any such counterpart joinder to the Administrative Agenteach Lender, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Lenders not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Domestic Subsidiaries of various of the Borrower Borrowers or of any Guarantor may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart Counterpart of this Guaranty in the form of and substance as Exhibit A “A” attached hereto. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent not to cause any Subsidiary Guarantor of the any Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors Restricted Subsidiaries of the Borrower that Borrowers as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Borrowers may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) "ADDITIONAL GUARANTOR"), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower Borrowers to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each --------------------- such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “"Additional ---------- Guarantor”) "), by executing a counterpart counterpart, a form of which is attached as Exhibit --------- A, of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower Subsidiaries that are signatories hereto and that are listed on Schedule SCHEDULE 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors of the Borrower Subsidiaries may become parties hereto as additional Guarantors (each an “Additional Guarantor”"ADDITIONAL GUARANTOR") pursuant to Section 9.28 of the Agreement by executing a counterpart of this Guaranty in the form of Exhibit EXHIBIT A attached hereto. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or by any election by the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors Domestic Subsidiaries of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof(each, additional Subsidiary Guarantors of the Borrower may become parties hereto as additional Guarantors (each an “Additional Guarantor”) may hereafter become parties to this Guaranty by executing a counterpart of this Guaranty in the form of Exhibit A attached hereto. Upon delivery of any such counterpart and delivering to the Administrative AgentAgent , notice for the benefit of which is hereby waived the Guaranteed Parties, a supplement or joinder to this Guaranty (each a “Guaranty Supplement”) as provided in Section 6.12 of the Credit Agreement, in each case, in substantially the form attached hereto as Annex A, or in such other form reasonably satisfactory in form and substance to the Administrative Agent and its counsel. Upon such execution and delivery by the Guarantorsany Additional Guarantor, each such Additional Guarantor shall be a Guarantor bound by all of the terms, covenants and shall be a party hereto conditions hereof to the same extent as if such Additional Guarantor were an original signatory hereofhad executed this Guaranty as of the Closing Date, and the Administrative Agent, for itself and for the benefit of the other Guaranteed Parties, shall be entitled to all of the benefits of such Additional Guarantor’s obligations hereunder. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition of an Additional Guarantor or the release of any other another Guarantor hereunder, or nor by any election by of the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower Person to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Guarantor hereunderGuarantor.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Borrowers as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Borrowers may become parties hereto hereto, as additional Guarantors (each an “"Additional Guarantor”) "), by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower Borrowers to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each --------------------- such of the Subsidiary Guarantors Material Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Material Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) "ADDITIONAL GUARANTOR"), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the Administrative of Agent or Required Banks not to cause any Material Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “"Additional Guarantor”) "), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Chase Co-Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the of Chase Co-Administrative Agent not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each of the Subsidiary Guarantors of the Borrower that are signatories hereto and that are listed on Schedule 1 attached hereto. From time to time subsequent to the time hereof, additional Subsidiary Guarantors of the Borrower After-Acquired Subsidiaries may become parties hereto as additional Subsidiary Guarantors (each an “Additional Guarantor”) by executing a counterpart of to this Subsidiary Guaranty in the form of Exhibit A attached hereto. EXHIBIT B. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantorseach Subsidiary Guarantor, each such Additional Guarantor After- Acquired Subsidiary shall be a Subsidiary Guarantor and shall be a party hereto as if such Additional Guarantor After-Acquired Subsidiary were an original signatory hereof. Each Subsidiary Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Subsidiary Guarantor hereunder, or by any election by the Administrative Agent not to cause any After- Acquired Subsidiary Guarantor of the Borrower to become an Additional a Subsidiary Guarantor hereunder. This Subsidiary Guaranty shall be fully effective as to any Subsidiary Guarantor that is or becomes a party hereto regardless of whether any such person becomes or fails to become or ceases to be a Subsidiary Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each such of the Subsidiary Guarantors Domestic Subsidiaries of the Borrower that LS&Co as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower LS&Co may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart counterpart, a form of which is attached hereto as Exhibit A, of this Guaranty in the form of Exhibit A attached heretoSubsidiary Guaranty. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower LS&Co to become an Additional Guarantor hereunder. This Subsidiary Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such ---------------------- of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Company may become parties hereto hereto, as additional Guarantors (each an “"Additional Guarantor”) "), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative Collateral Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by the Administrative of Collateral Agent not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors Guarantor(s) hereunder shall be each such of the Subsidiary Guarantors Subsidiaries of the Borrower that Company as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From Subject to the terms of Section 6.8 of the Credit Agreement, from time to time subsequent to the time date hereof, additional Domestic Subsidiaries of Company (including any Domestic Subsidiary Guarantors of the Borrower that ceases to be an Immaterial Domestic Subsidiary) may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the Guaranty. A form of such a counterpart is attached as Exhibit A attached hereto. A. Upon delivery of any such counterpart to the Administrative AgentGuarantied Party, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of Exh. XII-11 Subsidiary Guaranty the Administrative Agent Guarantied Party not to cause any Subsidiary Guarantor of the Borrower Company to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.

Additional Guarantors. The initial Guarantors hereunder shall be each such of the Subsidiary Guarantors Restricted Subsidiaries of the Borrower that Borrowers as are signatories hereto and that are listed on Schedule 1 attached heretothe date hereof. From time to time subsequent to the time date hereof, additional Subsidiary Guarantors Subsidiaries of the Borrower Borrowers may become parties hereto hereto, as additional Guarantors (each an “Additional Guarantor”) ), by executing a counterpart of this Guaranty in the form of Exhibit A attached heretoGuaranty. Upon delivery of any such counterpart to the Administrative Agent, notice of which is hereby waived by the Guarantors, each such Additional Guarantor shall be a Guarantor and shall be as fully a party hereto as if such Additional Guarantor were an original signatory hereof. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder, or nor by any election by of the Administrative Agent not to cause any Subsidiary Guarantor of the Borrower Borrowers to become an Additional Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any such person other Person becomes or fails to become or ceases to be a Guarantor hereunder.