Common use of Guarantee Clause in Contracts

Guarantee. (a) The Guarantor hereby unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment made by the Borrower, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and by the Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations and the Foreign Subsidiary Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Subsidiary Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Subsidiary Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Subsidiary Guarantor agrees that the Borrower Obligations and the Foreign Subsidiary Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Subsidiary Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the Foreign Subsidiary Obligations and the obligations of the each Subsidiary Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower and the Foreign Subsidiary Borrowers may be free from any Borrower Obligations and any Foreign Subsidiary Borrower Obligations, respectively. (e) No payment made by the Borrower, any Foreign Subsidiary Borrower, any of the Guarantor Subsidiary Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Foreign Subsidiary Borrower, any of the Guarantor Subsidiary Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Subsidiary Guarantor in respect of the Borrower Obligations or the Foreign Subsidiary Borrower Obligations or any payment received or collected from the such Subsidiary Guarantor in respect of the ObligationsBorrower Obligations or the Foreign Subsidiary Borrower Obligations ), remain liable for the Borrower Obligations (as reduced by any such payment) and the Foreign Subsidiary Borrower Obligations (as reduced by any such payment), up to the maximum liability of the such Subsidiary Guarantor hereunder until the Borrower Obligations and the Foreign Subsidiary Borrower Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby unconditionally Each of the GUARANTORS binds himself to and irrevocablyin favour of the LANDLORD as Surety for and Co-Principal Debtor in solidum, guarantees to jointly and severally with the Administrative Agent, TENANT for the ratable benefit due and punctual payment of all amounts payable and for the Lenders, due and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and punctual performance by the Borrower when due (whether at TENANT of all the stated maturityterms and conditions incumbent upon it under and in terms of this agreement of lease or arising out of same, by acceleration or otherwise) arising out of a cancellation or termination thereof, including without departing from the generality of the Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstandingaforegoing, the maximum liability a termination of the Guarantor hereunder lease by a liquidator or trustee of the TENANT. This guarantee shall also cover any amendments, variations or extensions of the agreement of lease although the GUARANTORS may not have specifically agreed thereto. Each of the GUARANTORS hereby renounces the benefits of “excussion”, “division”, “cession of action” and under “no value received” with the other Loan Documents full force and effect whereof they acknowledge themselves to be fully acquainted. Any indulgence, neglect or forbearance on the part of the LANDLORD shall in no event exceed way release any of the GUARANTORS from liability under this guarantee. Each of the GUARANTORS agrees that a certificate signed by the LANDLORD or its authorised representative shall be conclusive proof, at all times, of the amount which can be guaranteed owing to the LANDLORD by the Guarantor under applicable federal TENANT for the purpose of any action taken by the LANDLORD in terms of this document, whether such action is for provisional sentence or otherwise. Each of the GUARANTORS chooses domicilium citandi et executandi at the LEASED PREMISES as defined in this lease at which address all notices may be given and state laws relating all processes served. A GUARANTOR may change such address to another in the Republic of South Africa on the expiry of 30 days written notice to the insolvency of debtors. (c) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 LANDLORD. This Guarantee shall remain in full force and effect until the expiry of THIRTY (30) DAYS written notice given to the LANDLORD at a time when all indebtedness, commitments and obligations of the Obligations (TENANT to the LANDLORD shall fully have been discharged, provided that no such notice may be given until after the termination of this lease. If this guarantee ceases to be binding on any of the GUARANTORS for any reason whatsoever, it shall remain binding as a continuing guarantee on the other GUARANTORS. In the event of the TENANT’s insolvency/liquidation or it being placed under Business Rescue in terms of Chapter 6 of Act 71 of 2008 or the adoption of a business rescue plan in terms of which the TENANT’s liability to the LANDLORD is compromised at less than contingent indemnification obligations its full value, the LANDLORD shall nevertheless be entitled to claim from the GUARANTORS under this suretyship the full amount owing to it by the TENANT, or would but for any such compromise have been owing, together with interest and costs on the attorney and own client scale and any dividends or other payments received by the LANDLORD shall not prejudice the rights of the LANDLORD to recover from the GUARANTORS to the full extent of this Guarantee any sum, which no after the receipt of such dividends or payments may remain owing by the TENANT, or would have but for the insolvency/liquidation business rescue or adoption of a business rescue plan have been owing by the TENANT, in respect of which liability the GUARANTORS shall be principal debtors or deemed to be such. Furthermore, the GUARANTORS bind themselves not to file any claim has been made) against the TENANT in competition with the LANDLORD. Each GUARANTOR who signs this document acknowledges and records that notwithstanding the fact that it provides for signature hereof by other GUARANTORS there is a separate, distinct and independent contract of guarantee brought into existence by each GUARANTOR who does sign if, for any reason, any GUARANTOR named in the SCHEDULE shall fail to sign this guarantee or if this guarantee shall for any reason cease to be or is not binding on any one or more of the GUARANTORS then the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments others shall be terminated, notwithstanding that from time and continue to time during the term be binding and remain of this Agreement the Borrower may be free from full force and effect in terms hereof. A failure by any Obligations. (e) No payment made by the Borrower, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time GUARANTOR named in reduction of or in payment CLAUSE 15 of the Obligations SCHEDULE to sign this agreement shall be deemed to modify, reduce, release or otherwise affect the liability constitute a breach of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made lease by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminatedTENANT.

Guarantee. (a) The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Loan Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 Article VIII or affecting the rights and remedies of the Administrative Loan Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 Article VIII shall remain in full force and effect until all the Obligations (other than including contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee Obligations contained in this Section 7 any Loan Document that survive the termination thereof) shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment made by either Borrower or the BorrowerGuarantor, the Guarantor any other guarantor or any other Person or received or collected by the Administrative Loan Agent or any Lender from the either Borrower, the Guarantor Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminated.

Guarantee. (a) 9.1 The Guarantor (if any) hereby unconditionally and irrevocably, guarantees to the Administrative Agent, for Landlord that the ratable benefit Tenant will pay the Rent reserved by and observe and perform all of the Lenderscovenants and stipulations on the part of the Tenant contained in this Agreement throughout the Term and indemnifies the Landlord against all losses, damages, costs and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance expenses arising or incurred by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) Landlord as a results of the Obligationsnon-payment or non-performance of those obligations on liabilities. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability 9.2 The obligations of the Guarantor hereunder under this Agreement are a direct, primary and unconditional liability to pay on demand to the Landlord any sum that the Tenant is liable to pay under this Lease without the other Loan Documents shall in no event exceed the amount which can be guaranteed need for any recourse by the Landlord against the Tenant. 9.3 If this Agreement is disclaimed by a liquidator or trustee in bankruptcy of the Tenant or the Crown or is forfeited then the Guarantor under applicable federal and state laws relating shall (at the option of the Landlord) accept a new lease of the Property for a term commencing on the date of disclaimer or forfeiture for a term equivalent to the insolvency residue which would have remained of debtorsthe Term if there had been no disclaimer or forfeiture at the same terms and subject to the same terms as this Agreement or shall pay to the Landlord a sum equal to the rent that would have been payable under this Lease but for the disclaimer or forfeiture in respect of the period from the date of the disclaimer or forfeiture until the earlier of date which is [six] months after the date of the disclaimer or forfeiture and the date on which the Property has been re-let by the Landlord. (c) The Guarantor agrees that 9.4 So far as the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and law allows the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement shall not be affected by any act, omission, matter or thing whereby (but for this provision) the Borrower may Guarantor would be free released in whole or part from any Obligations. (e) No payment made this Guarantee other than a release by deed given by the Borrower, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminatedLandlord.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Guaranteed Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are paid in full full, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal federal, state and state other laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.02). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender Secured Party hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 Obligations shall have been satisfied by payment in full and the Commitments shall be terminated, Fully Satisfied notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Secured Party from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are paid in full and the Commitments are terminatedFully Satisfied.

Guarantee. (a) The Guarantor hereby Each of the Grantors hereby, jointly and severally, as a primary obligor and not merely as a surety, unconditionally and irrevocably, guarantees to the Administrative Agent, Collateral Agent for the ratable benefit of the Lenders, Secured Parties and their respective permitted successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower each other Guarantor when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of and interest on the Term Loans made to the Borrower pursuant to the Credit Agreement, (ii) all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents, and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Guarantors of all of the agreements, conditions, covenants, and obligations of the Guarantors contained in the Loan Documents (all of the foregoing being referred to collectively as the “Guaranteed Obligations”). Each Grantor hereby agrees that this Guarantee is an absolute, irrevocable and unconditional Guarantee of payment and is not a Guarantee of collection. Notwithstanding anything to the contrary contained in this Section 2 or otherwise in this Agreement or any other Loan Document, the Guarantee provided by the IDT Entities shall be limited to the aggregate principal amount and any accrued but unpaid interest outstanding under the IDT Intercompany Note on the Acceleration Date. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Grantor for the Guarantor hereunder and under the other Loan Documents Guaranteed Obligations shall in no event exceed the amount which can be guaranteed by the Guarantor such Grantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Guarantor Each Grantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor such Grantor hereunder without impairing the guarantee Guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Collateral Agent or any Lender other Secured Party hereunder. (d) The guarantee Guarantee contained in this Section 7 2 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the including all obligations of the Guarantor each Grantor under the guarantee contained in this Section 7 2) shall have been satisfied by payment in full and the Commitments shall be terminated(other than contingent or indemnification obligations not then asserted or due), notwithstanding that from time to time during the term of this the Credit Agreement the Borrower Loan Parties may be free from any Obligations. (e) No Except as provided in Section 8.14, no payment made by the Borrower, any of the Guarantor other Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any Lender other Secured Party from the Borrower, any of the Guarantor other Guarantors or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor any Grantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from the such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of the Guarantor such Grantor hereunder until the Guaranteed Obligations are shall have been paid in full and the Commitments are terminated(other than contingent or indemnification obligations not then asserted or due).

Guarantee. (a) The Guarantor Each of CFC and CHL (each, a “Guarantor”) hereby unconditionally and irrevocably, irrevocably guarantees to the Managing Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower other when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of the other hereunder (with respect to such Guarantor, the “Borrower Obligations”). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 8.02). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 Article VIII or affecting the rights and remedies of the Managing Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 Article VIII shall remain in full force and effect until until, subject to reinstatement pursuant to Section 8.05, all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 Article VIII shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Borrower Obligations. (e) No payment made by the Borrower, the Guarantor a Guarantor, any other guarantor or any other Person or received or collected by the Managing Administrative Agent or any Lender from the Borrower, the Guarantor a Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the relevant Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until until, subject to reinstatement pursuant to Section 8.05, the Borrower Obligations are paid in full and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assignsassigns permitted hereunder, the prompt and complete payment and performance by the Borrower (or, in the case of any Specified Letter of Credit, the relevant Group Member(s)) when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.; (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder under this Section 10.1 and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor is permitted under applicable federal and state laws relating to the insolvency of debtors. (c) The Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 10 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 10 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 10 shall have been satisfied by payment in full (other than unasserted contingent obligations) and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Obligations or any payment received or collected from the such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the such Guarantor hereunder until the Obligations are paid in full (other than unasserted contingent obligations) and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby expressly, absolutely, unconditionally and irrevocably, irrevocably guarantees (the “Guarantee”) to the Administrative AgentHolders, for the ratable benefit due, punctual and complete performance when required of all payment obligations of the Lenders, Company under this Agreement (the “Obligations”). The Guarantee is in no way conditioned upon any requirement that the Holders first attempt to collect the Obligations from the Company or resort to any security or other means of collecting payment. Should the Company default in the due and their respective successors, indorsees, transferees and assigns, the prompt and complete punctual payment and or performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, the Guarantor’s obligations hereunder shall become immediately due and payable to the Holders. All sums payable by the Guarantor hereunder shall be made in immediately available funds in U.S. Dollars. The Holders may, in their sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Obligations regardless of whether any action is brought against the Company or any other person or whether the Company or any other person is joined in any such action or actions. (b) Anything herein In the event that the Company becomes subject to a bankruptcy, reorganization or in similar proceeding, (i) the Holders shall not be obligated to file any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws claim relating to the insolvency Obligations and the failure of debtorsthe Holders to so file shall not affect the Guarantor’s obligations hereunder, and (ii) the Obligations shall not be affected or delayed by any such proceeding. In the event that any payment to the Holders in respect of any Obligations is rescinded or must otherwise be returned or reduced for any reason whatsoever, this Guarantee shall continue to be effective or be reinstated, as the case may be, and the Guarantor shall remain liable hereunder with respect to such Obligations as if such payment had not been made. This is an unconditional guarantee of payment from Guarantor and not of collection. (c) The Guarantor agrees In the event that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 consolidates with or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment made by the Borrower, the Guarantor or merges into any other Person (as defined in the Merger Agreement) or received conveys, transfers or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or leases its properties and assets substantially as an entirety to any other Person, such other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of shall assume the Obligations at the time of such consolidation, merger or sale, and shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up promptly provide evidence to the maximum liability Holders of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminatedsuch assumption.

Guarantee. (a) The Guarantor Each of the Guarantors hereby jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit Guaranteed Creditors and each of the Lenders, and their respective successors, indorsees, transferees successors and permitted assigns, the prompt and complete payment in cash and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Guaranteed Document to the contrary notwithstanding, (i) the maximum liability of the each Guarantor hereunder and under the other Loan Guaranteed Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.02), and (ii) the maximum liability of each of Kodiak, Holdco (US) and their Subsidiaries hereunder and under the other Guaranteed Documents shall in no event exceed, as to each such Person, the maximum amount which such Person may guarantee without violation of the Kodiak Indentures. (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 Article II or affecting the rights and remedies of the Administrative Agent or any Lender Guaranteed Creditor hereunder. (d) Each Guarantor agrees that if the maturity of the Borrower Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee. The guarantee contained in this Section 7 Article II shall remain in full force and effect until all the Borrower Obligations except for (i) the Swap Agreements which shall be payable upon the terms of such Swap Agreements, (ii) contingent obligations not yet due, and (iii) amounts owed or other than contingent indemnification obligations for under Treasury Management Agreements with respect to which no claim satisfactory collateral has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 posted, shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding (or all such Letters of Credit shall have been satisfactorily collateralized in the applicable Issuing Bank’s reasonable opinion) and all of the Commitments shall be are terminated, notwithstanding that from time to time during the term of this Agreement the Credit Agreement, Borrower may Obligations might not be free from any Obligationsoutstanding. (e) No payment made by the Borrowerany Obligor, the Guarantor any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Guaranteed Creditor from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations except for (i) the Swap Agreements which shall be payable upon the terms of such Swap Agreements, (ii) contingent obligations not yet due, and (iii) amounts owed or other obligations under Treasury Management Agreements with respect to which satisfactory collateral has been posted, are paid in full in cash, no Letter of Credit shall be outstanding (or all such Letters of Credit shall have been satisfactorily collateralized in the applicable Issuing Bank’s reasonable opinion) and all of the Commitments are terminated.

Guarantee. (a) The Guarantor hereby unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) The Guarantor agrees that the Obligations may at At any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment a Relevant Payment is made by a Guarantor that results in the Borrower, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment aggregate payments made by the such Guarantor in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made by all Guarantors in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Guarantor shall have a right of contribution against each other Guarantor who has made payments in respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Guarantor’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Guarantors in respect of the Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (a) a fraction the numerator of which is the Aggregate Excess Amount of such Guarantor and the denominator of which is the Aggregate Excess Amount of all Guarantors multiplied by (b) the Aggregate Deficit Amount of such other Guarantor. A Guarantor’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that no Guarantor may take any action to enforce such right until the Guaranteed Obligations have been irrevocably paid in full in cash and all Term Loan Commitments have been terminated, it being expressly recognized and agreed by all parties hereto that any Guarantor’s right of contribution arising pursuant to this Section 18 against any other Guarantor shall be expressly junior and subordinate to such other Guarantor’s obligations and liabilities in respect of the Guaranteed Obligations and any other obligations owing under this Guarantee. As used in this Section 18: (i) each Guarantor’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Guarantor by (y) the aggregate Adjusted Net Worth of all Guarantors; (ii) the “Adjusted Net Worth” of each Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Guarantor and (y) zero; and (iii) the “Net Worth” of each Guarantor shall mean the amount by which the fair saleable value of such Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Guarantee) on such date. Notwithstanding anything to the contrary contained above, any Guarantor that is released from this Guarantee pursuant to Section 17 hereof shall thereafter have no contribution obligations, or rights, pursuant to this Section 18, and at the time of any such release, if the released Guarantor had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Guarantors shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Guarantors. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to this Section 18, each Guarantor who makes any payment received in respect of the Guaranteed Obligations shall have no right of contribution or collected from the subrogation against any other Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability such payment until all of the Guarantor hereunder until the Guaranteed Obligations are have been irrevocably paid in full in cash. Each of the Guarantors recognizes and acknowledges that the Commitments are terminatedrights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive its contribution right against any Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Required Lenders.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assignsGuaranteed Parties, the prompt and complete payment payment, and not collection, and performance by the Company, each Subsidiary Borrower, each Ancillary Borrower and each Applicable Account Party, as applicable, when due (whether at the stated maturity, by acceleration or otherwise) and at all times thereafter, of the all Guaranteed Obligations. (b) Anything herein or in any other Loan Document or any Ancillary Facility Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender Guaranteed Parties hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment paid in full and the Commitments shall be terminatedfull, notwithstanding that from time to time during the term of this Agreement the Credit Agreement, the Company and/or one or more of the Subsidiary Borrowers, any Ancillary Borrower or any Applicable Account Party may be free from any Guaranteed Obligations. (e) No payment made by the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Guaranteed Party from the Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from the such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of the such Guarantor hereunder until the Guaranteed Obligations are paid in full and the Commitments are terminatedfull.

Guarantee. (a) The Guarantor hereby hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of subrogation and contribution established in Section 8.02). (c) The Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 Article VIII or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 Article VIII shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 Article VIII shall have been satisfied by payment in full and the Commitments shall be have been terminated, notwithstanding that from time to time during the term of this Agreement the a Borrower may be free from any Borrower Obligations. (e) No payment made by the BorrowerBorrowers, the Guarantor Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the BorrowerBorrowers, the Guarantor Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Borrower Obligations or any payment received or collected from the Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the Guarantor hereunder until the Borrower Obligations are paid in full and the Commitments are terminated. The provisions of Section 2.14 and 2.16 shall apply to the Guarantor under this Article VIII (with appropriate changes therein to refer to the Guarantor as necessary).

Guarantee. (a) The Guarantor Each of CHL and CFC (each, a "Guarantor") hereby unconditionally and irrevocably, irrevocably guarantees to the Managing Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower other when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of the other hereunder (with respect to such Guarantor, the "Borrower Obligations"). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 8.02). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 Article VIII or affecting the rights and remedies of the Managing Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 Article VIII shall remain in full force and effect until until, subject to reinstatement pursuant to Section 8.05, all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 Article VIII shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Borrower Obligations. (e) No payment made by the Borrower, the Guarantor a Guarantor, any other guarantor or any other Person or received or collected by the Managing Administrative Agent or any Lender from the Borrower, the Guarantor a Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the relevant Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until until, subject to reinstatement pursuant to Section 8.05, the Borrower Obligations are paid in full and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lender and their respective its successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligationsfull. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are paid in full and the Commitments are terminatedfull.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assigns, Secured Parties the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents in respect of the Obligations shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender other Secured Party hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been madeand contingent expense reimbursement obligations, Obligations in respect of Secured Hedge Agreements and Cash Management Obligations) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full and full, the Commitments have been terminated and either no Letter of Credit shall be terminatedoutstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the reasonable satisfaction of the Administrative Agent, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower any Loan Party may be free from any of the Obligations. (e) No Except as provided in Section 4.14, no payment made by any of the BorrowerGuarantors, the Guarantor any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Secured Party from any of the BorrowerGuarantors, the Guarantor any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Obligations or any payment received or collected from the such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the such Guarantor hereunder until the Obligations are paid in full and full, the Commitments are have been terminated, and either no Letters of Credit shall be outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the reasonable satisfaction of the Administrative Agent.

Guarantee. (a) The Guarantor RCCI hereby fully and unconditionally and irrevocably, guarantees to (the Administrative Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assigns, the prompt and complete “Guarantee”) due payment and performance by to the Borrower Trustee, for and on behalf of the Holders, forthwith after demand, of all the obligations of the Company under this Supplemental Indenture or under the Notes to pay the principal of (and premium, if any) and interest on the Notes when due and payable at Maturity, and all other amounts due or to become due under or in connection with this Supplemental Indenture, the Notes and the performance of all other obligations to the Trustee (whether at including all amounts due to the stated maturity, by acceleration or otherwise) Trustee under Section 507 of the Indenture) and the Holders of the Notes which obligations arise under this Supplemental Indenture and the Notes, according to the terms hereof and thereof, including any applicable grace periods (the “Guaranteed Obligations”). The Guarantee shall be an unsecured, unsubordinated obligation of RCCI ranking pari passu with other present and future unsecured, unsubordinated obligations of RCCI. (b) Anything RCCI agrees that, without obtaining the consent of or giving notice to RCCI, the Trustee may vary this Supplemental Indenture or the Indenture, as provided herein and therein, grant extensions of time or other indulgences, take and give up securities, grant releases and discharges and otherwise deal with the Company and other parties as the Trustee may see fit and may apply all monies received from the Company or others or from securities upon such part of the Company’s liability as the Trustee may think best without prejudice to or in any other Loan Document to way limiting or lessening the contrary notwithstanding, the maximum liability of the Guarantor hereunder and RCCI under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtorsthis Supplemental Indenture. (c) The Guarantor agrees that Guarantee shall be a continuing guarantee of all the Guaranteed Obligations and shall apply to any ultimate balance due or remaining unpaid to the Holders of the Notes. The Guarantee shall not be considered as wholly or partially satisfied by the payment or liquidation at any time of any sum of money which may at any time be or become owing or due or remain unpaid to the Holders of the Notes. (d) The Guarantee shall not be discharged or otherwise affected by any change in the name, objects, businesses, assets, capital structure or constitution of the Company or RCCI, or by any merger or amalgamation of the Company or RCCI with any Person or Persons, except as otherwise provided in this Supplemental Indenture or the applicable provisions of the Indenture. In the case of the Company being amalgamated with another corporation, the Guarantee shall apply to the liabilities of the resulting corporation, and the term “Company” shall include each such resulting corporation. (e) All monies, advances, renewals and credits in fact borrowed or obtained by the Company under this Supplemental Indenture shall be deemed to form part of the liabilities hereby guaranteed notwithstanding any limitation of status or of power of the Company or of the directors or agents thereof or that the Company may not be a legal entity or any irregularity, defect or informality in the borrowing or obtaining of such monies, advances, renewals or credits. (f) The obligations of RCCI hereunder are and shall be absolute and unconditional and any moneys or amounts expressed to be owing or payable by RCCI hereunder which may not be recoverable from time RCCI on the basis of a guarantee or as surety shall be recoverable from RCCI as a primary obligor and principal debtor in respect thereof. (g) The Trustee shall not be bound to time exceed exhaust its recourse against the Company or other parties before being entitled to demand payment from or performance by RCCI and enforce its rights under this Supplemental Indenture. (h) Any account settled or stated by or between the Trustee and the Company in relation to this Supplemental Indenture shall be accepted by RCCI as conclusive evidence that the balance or amount thereby appearing due by the Company to the Trustee is so due. (i) RCCI shall make payment to the Trustee of the amount of the liability of RCCI forthwith after demand therefor is made in writing during the Guarantor hereunder without impairing continuance of any Event of Default and such demand shall be conclusively deemed to have been effectually made when delivered in accordance with the guarantee contained notice provisions set forth herein and the liability of RCCI shall bear interest from the date of such demand at the rate borne by the Notes, such interest to be calculated monthly based on the number of days elapsed and to be deemed payable on the first Business Day of a month in this Section 7 or affecting the rights and remedies respect of the Administrative Agent immediately preceding month or any Lender hereunderupon demand, whichever is earlier. (dj) The guarantee contained in All amounts payable by RCCI under this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments Supplemental Indenture shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment made by the Borrower, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any paid without set-off or appropriation counterclaim and without any deduction or application at withholding whatsoever unless and to the extent that RCCI shall be prohibited by law from doing so, in which case RCCI shall, only to the extent such a similar requirement is imposed on the Company pursuant to this Supplemental Indenture, pay to the Trustee such additional amount as shall be necessary to ensure that the Trustee receives the full amount it would have received if no such deduction or withholding had been made. (k) RCCI acknowledges that, in any time suit, action or proceeding arising out of or relating to the Notes, the Guarantee or this Supplemental Indenture, it irrevocably submits and attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario. In addition, to the extent that RCCI has or hereafter may acquire any immunity from jurisdiction of any court or from time any legal process with respect to time in reduction of itself or in payment of the Obligations shall be deemed to modifyits property, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any it hereby irrevocably waives such payment (other than any payment made by the Guarantor immunity in respect of its obligations under the Obligations or any payment received or collected from the Guarantor in respect of the Obligations)above-referenced documents, remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminatedextent permitted by law.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, Collateral Agent for the ratable benefit of the LendersAdministrative Agent, the Collateral Agent, the other Secured Parties and their respective permitted successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent, the Collateral Agent or any Lender other Secured Party hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full (other than Borrower Hedge Agreement Obligations, Borrower Cash Management Obligations and contingent or indemnification obligations not then due), no Letter of Credit (that is not cash collateralized or back-stopped to the reasonable satisfaction of the Issuing Lender or purchasing Lender, as applicable, in respect thereof) shall be outstanding and the Commitments shall be have been terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Borrower Obligations, provided that any Guarantor shall be released from its guarantee contained in this Section 2 as provided in Section 8.15. (e) No payment (other than payment in full) made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent, the Collateral Agent or any Lender other Secured Party from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are shall have been paid in full (other than Borrower Hedge Agreement Obligations, Borrower Cash Management Obligations and other than contingent or indemnification obligations not then due), no Letter of Credit (that is not cash collateralized or back-stopped to the reasonable satisfaction of the Issuing Lender or purchasing Lender, as applicable, in respect thereof) shall be outstanding and the Commitments are shall have been terminated, provided that any Guarantor shall be released from its guarantee contained in this Section 2 as provided in Section 8.15.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, Collateral Agent for the ratable benefit of the LendersAdministrative Agent, the Collateral Agent, the other Secured Parties and their respective permitted successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to fraudulent conveyances, fraudulent transfers or the insolvency of debtorsdebtors (after giving effect to the rights of contribution and subrogation established in Section 2.2 and Section 2.3, respectively). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent, the Collateral Agent or any Lender other Secured Party hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full (other than Borrower Hedge Agreement Obligations, Borrower Cash Management Obligations and contingent or indemnification obligations not then due), no Letter of Credit (that is not cash collateralized or back-stopped to the reasonable satisfaction of the Issuing Bank or purchasing Lender, as applicable, in respect thereof) shall be outstanding and the Commitments shall be have been terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Borrower Obligations, provided that any Guarantor shall be released from its guarantee contained in this Section 2 as provided in Section 8.15. (e) No payment (other than payment in full) made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent, the Collateral Agent or any Lender other Secured Party from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are shall have been paid in full (other than Borrower Hedge Agreement Obligations, Borrower Cash Management Obligations and other than contingent or indemnification obligations not then due), no Letter of Credit (that is not cash collateralized or back-stopped to the reasonable satisfaction of the Issuing Bank or purchasing Lender, as applicable, in respect thereof) shall be outstanding and the Commitments are shall have been terminated, provided that any Guarantor shall be released from its guarantee contained in this Section 2 as provided in Section 8.15.

Guarantee. (a) The Guarantor To induce the Lenders to execute and deliver this Agreement and to make the Loans and issue or participate in the Letters of Credit, and in consideration thereof, the Company hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees indorsees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsObligations of the Subsidiary Borrowers, and the Company further agrees to pay the expenses which may be paid or incurred by the Administrative Agent or the Lenders in collecting any or all of the Obligations and/or enforcing any rights under this Section 10.1 or under the Obligations in accordance with this Section 10.1. The guarantee contained in this Section 10.1 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and the successors and assigns thereof, and shall inure to the benefit of the Lenders and their successors and permitted assigns, until the Obligations shall have been satisfied in full and the Loans shall be terminated. (ba) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor Company hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor Company under applicable federal and state laws relating to the insolvency of debtors. (cb) The Guarantor Company agrees to the extent permitted by applicable law that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor Company hereunder without impairing the guarantee contained in this Section 7 10 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (dc) The guarantee contained in this Section 7 10 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor Company under the guarantee contained in this Section 7 10 shall have been satisfied by payment in full full, all Letters of Credit shall have expired or been terminated and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower Borrowers may be free from any Obligations. (ed) No payment made by the any Borrower, the Guarantor Company or any other Person or received or collected by the Administrative Agent or any Lender from the any Borrower, the Guarantor Company or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor Company hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor Company in respect of the Obligations or any payment received or collected from the Guarantor Company in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminated.

Guarantee. (a) The Each Guarantor hereby hereby, jointly and severally, unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the each Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 This Guarantee shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 Guarantee shall have been satisfied by payment in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower Borrowers may be free from any Borrower Obligations. (e) No payment made by the any Borrower, the Guarantor any Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the any Borrower, the Guarantor any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (ai) The Each Guarantor hereby hereby, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assigns, Holder the prompt and complete payment and performance by the Borrower Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (bii) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability All obligations of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the each Guarantor under applicable federal this Section 15 (this “Guarantee”) shall remain in full force and state laws relating effect until the Obligations are paid in full in cash, notwithstanding that from time to time prior thereto the insolvency of debtorsMaker may be free from any Obligations. (ciii) The Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender Holder hereunder. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (eiv) No payment or payments made by the BorrowerMaker, the Guarantor any Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Holder from the BorrowerMaker, the Guarantor any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (or payments other than any payment payments made by the such Guarantor in respect of the Obligations or any payment payments received or collected from the such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the such Guarantor hereunder until the Obligations (but excluding reimbursement and indemnity obligations which survive but are not due and payable) are paid in full and full. (v) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Commitments are terminatedHolder on account of its liability hereunder, it will notify the Holder in writing that such payment is made under this Guarantee for such purpose, provided that such Guarantor’s failure to give such notice shall not affect the validity or effectiveness of such payment.

Guarantee. 7.1 The Guarantor hereby irrevocably and unconditionally guarantees to the Trustee: (a) The Guarantor hereby unconditionally the due and irrevocably, guarantees to the Administrative Agent, for the ratable benefit punctual payment in accordance with these presents of the Lenders, principal of and their respective successors, indorsees, transferees interest (if any) on all Notes issued by STUF and assigns, of any other amounts payable by STUF under these presents in relation to such Notes and the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.relative Coupons; and (b) Anything herein the due and punctual performance and observance by STUF of each of the other provisions of these presents on its part to be performed or observed in relation to any Notes and Coupons issued by it. 7.2 If STUF fails for any reason whatsoever punctually to pay any such principal, interest or other Loan Document amount, the Guarantor shall cause each and every such payment to be made as if the Guarantor instead of STUF were expressed to be the primary obligor of the relevant Note or Coupon and not merely as surety (but without affecting STUF’s obligations) to the contrary notwithstandingintent that the holder thereof shall receive the same amounts in respect of principal, the maximum liability of the Guarantor hereunder and under the interest or such other Loan Documents shall in no event exceed the amount which can be guaranteed as would have been receivable had such payments been made by STUF. 7.3 If any payment received by the Guarantor under applicable federal and state laws relating Trustee or any Noteholder or Couponholder pursuant to the provisions of these presents in relation to the Notes or the Coupons issued by STUF shall (whether on the subsequent bankruptcy, insolvency or corporate reorganisation of debtors. (cSTUF or other such similar event) The Guarantor agrees that the Obligations may at be avoided or set aside for any time and from time to time exceed the amount of reason, such payment shall not be considered as discharging or diminishing the liability of the Guarantor hereunder without impairing and this guarantee shall continue to apply as if such payment had at all times remained owing by STUF and the guarantee contained Guarantor shall indemnify the Trustee and the relative Noteholders and/or Couponholders (as the case may be) in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and respect thereof provided that the obligations of the Guarantor under this Clause 7.3 shall, as regards each payment made to the Trustee or any Noteholder or Couponholder which is avoided or set aside, be contingent upon such payment being reimbursed to STUF or other persons entitled through STUF. 7.4 The Guarantor hereby agrees that its obligations under this guarantee contained shall be unconditional and that the Guarantor shall be fully liable under this guarantee irrespective of the validity, regularity, legality or enforceability against STUF of, or of any defence or counter-claim whatsoever available to STUF in this Section 7 shall relation to, its obligations under these presents, whether or not any action has been taken to enforce the same or any judgment obtained against STUF, whether or not any of the other provisions of these presents have been satisfied modified, whether or not any time, indulgence, waiver, authorisation or consent has been granted to STUF by payment in full and or on behalf of the Commitments shall be terminatedrelative Noteholders or the relative Couponholders or the Trustee, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from whether or not any Obligations. (e) No payment determination has been made by the BorrowerTrustee pursuant to Clause 19.1, whether or not there have been any dealings or transactions between STUF, any of the relative Noteholders or Couponholders or the Trustee, whether or not STUF has been dissolved, liquidated, merged, consolidated, bankrupted or has changed its status, functions, control or ownership, whether or not STUF has been prevented from making payment by foreign exchange provisions applicable at its place of registration or incorporation and whether or not any other circumstances have occurred which might otherwise constitute a legal or equitable discharge of or defence to a guarantor. Accordingly, the Guarantor validity of this guarantee shall not be affected by reason of any invalidity, irregularity, illegality or unenforceability of all or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations obligations of STUF under these presents and this guarantee shall not be deemed to modify, reduce, release or otherwise affect discharged nor shall the liability of the Guarantor hereunder which shallunder this guarantee be affected by any act, notwithstanding any such payment (other than any payment made by thing or omission or means whatever whereby its liability would not have been discharged if it had been the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminatedprincipal debtor.

Guarantee. (a) The Guarantor hereby Subject to the provisions of Section 2.1(b), each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsBorrower Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents in its capacity as Guarantor shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full (other than contingent indemnification and expense reimbursement obligations), no Letter of Credit shall be outstanding (unless such Letter of Credit shall have been cash collateralized in accordance with the terms of the Credit Agreement) and the Revolving Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any the Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations (other than contingent indemnification and expense reimbursement obligations) are paid in full full, no Letter of Credit shall be outstanding (unless such Letter of Credit shall have been cash collateralized in accordance with the terms of the Credit Agreement) and the Revolving Commitments are terminated.

Guarantee. (a) The Guarantor hereby unconditionally and irrevocably, in consideration of ▇▇▇▇▇▇▇ Fuel having entered into this agreement at the Guarantor’s request: (i) guarantees to that the Administrative Agent, Customer will perform all its obligations under this agreement for the ratable benefit Term and during any period of overholding after the end of the Lenders, and their respective successors, indorsees, transferees and assigns, Term; (ii) must pay on demand any amount which ▇▇▇▇▇▇▇ Fuels is entitled to recover from the prompt and complete payment and performance by the Borrower when due (Customer under this agreement whether at the stated maturity, by acceleration or otherwise) in respect of the Obligationsterm or any period of overholding; and (iii) indemnifies ▇▇▇▇▇▇▇ Fuels against all loss resulting from ▇▇▇▇▇▇▇ Fuels having entered into this agreement whether from the Customer’s failure to perform its obligations under it or from this agreement being or becoming unenforceable against the Customer and whether in respect of the term or any period of overholding. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum The liability of the Guarantor hereunder and under will not be affected by: (i) ▇▇▇▇▇▇▇ Fuels granting the Customer or a Guarantor time or any other Loan Documents shall in no event exceed indulgence, or agreeing not to ▇▇▇ the amount which can be guaranteed Customer or another Guarantor; (ii) failure by any Guarantor to sign this document; or (iii) transfer of the Guarantor under applicable federal and state laws relating to freehold of the insolvency of debtorsPremises. (c) The Guarantor agrees that that: (i) ▇▇▇▇▇▇▇ Fuels may retain all money received including dividends from the Obligations may at any time Customer’s bankrupt estate, and from time need allow the Guarantor a reduction in its liability under this guarantee only to time exceed the extent of the amount received; (ii) the Guarantor must not seek to recover money from the Customer to reimburse the Guarantor for payments made to ▇▇▇▇▇▇▇ Fuels until ▇▇▇▇▇▇▇ Fuels has been paid in full; (iii) the Guarantor must not prove in the bankruptcy or winding up of the liability of Customer for any amount which ▇▇▇▇▇▇▇ Fuels has demanded from the Guarantor; and (iv) the Guarantor hereunder without impairing must pay ▇▇▇▇▇▇▇ Fuels all money which ▇▇▇▇▇▇▇ Fuels refunds to the guarantee contained Customer’s liquidator or trustee in this Section 7 or affecting bankruptcy as preferential payments received from the rights and remedies of the Administrative Agent or any Lender hereunderCustomer. (d) The guarantee contained in If any of the Customer’s obligations are unenforceable against the Customer, then this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) clause is to operate as a separate indemnity and the obligations Guarantor indemnifies ▇▇▇▇▇▇▇ Fuels against all Liability resulting from ▇▇▇▇▇▇▇ Fuels inability to enforce performance of those obligations. The Guarantor must pay ▇▇▇▇▇▇▇ Fuels the amount of the Guarantor under loss resulting from the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligationsunenforceability. (e) No payment made by the BorrowerIf there is more than one Guarantor, the Guarantor or this guarantee binds them separately, together and in any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminatedcombination.

Guarantee. (a) The Each Guarantor hereby hereby, jointly and severally, unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the each Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. As used in this Guarantee, the term “Lenders” includes affiliates of Lenders which are parties to any Specified Cash Management Agreements or Specified Swap Agreements. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 This Guarantee shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 Guarantee shall have been satisfied by payment in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower Borrowers may be free from any Borrower Obligations. (e) No payment made by the any Borrower, the Guarantor any Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the any Borrower, the Guarantor any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby Subject to the provisions of Section 3, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Creditors and their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) Anything herein Each Guarantor further agrees to pay or in any other Loan Document to reimburse Administrative Agent and each of the contrary notwithstandingCreditors for all their respective reasonable costs and expenses (including, without limitation, the maximum liability fees and disbursements of any counsel to Administrative Agent and any of the Guarantor hereunder and Creditors) which may be paid or incurred by any of such Persons in enforcing or preserving any rights under this Guaranty Agreement, including, without limitation, any rights with respect to, or collecting, any or all of the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under applicable federal this Guaranty Agreement. With respect to each Guarantor, this Guaranty Agreement shall remain in full force and state laws relating effect until the earlier to occur of (i) the insolvency Release Date, and (ii) the release of debtorsthis Guaranty Agreement as to such Guarantor in accordance with Section 2(f) (the “Guaranty Termination Date”). (c) The Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 Guaranty Agreement or affecting the rights and remedies of the Administrative Agent or any Lender Creditor hereunder. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment or payments made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Creditor from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (or payments, other than any payment payments made by the such Guarantor in respect of the Obligations or any payment payments received or collected from the such Guarantor in respect of the Obligations), remain liable for the Obligations up outstanding until the Guaranty Termination Date, subject to Section 3 below. (e) Each Guarantor agrees that all payments under this Guaranty Agreement shall be made to Administrative Agent for the maximum benefit of Creditors. Notwithstanding the preceding sentence if, at any time any Guarantor shall make any payment to any Creditor on account of its liability hereunder, it will notify Administrative Agent in writing that such payment is made under this Guaranty Agreement for such purpose and promptly forward such payment, together with any necessary endorsement, to Administrative Agent. (f) The Guaranty Agreement shall be released as to a specific Guarantor in accordance with the terms of Section 9.10(b) of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminatedCredit Agreement.

Guarantee. (a) The Guarantor In order to induce the Administrative Agent, the Issuing Bank and the Lenders to execute and deliver this Agreement and to make or maintain the Loans and to issue Letters of Credit hereunder, and in consideration thereof, CCSC hereby unconditionally and irrevocablyirrevocably guarantees, guarantees as primary obligor and not merely as surety, to the Administrative AgentAgents, for the ratable benefit of the Issuing Bank and the Lenders, and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the each Subsidiary Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Subsidiary Borrower Obligations. , and CCSC further agrees to pay any and all reasonable expenses (bincluding, without limitation, all reasonable fees, charges and disbursements of counsel) Anything herein which may be paid or in any other Loan Document to incurred by the contrary notwithstandingAgents, the maximum liability Issuing Bank or any Lender in enforcing any of the Guarantor hereunder and their rights under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) Article IX. The guarantee contained in this Article IX, subject to Section 7 9.04, shall remain in full force and effect until all Letters of Credit issued for the account of any Subsidiary Borrower have terminated, the Subsidiary Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment are paid in full and the Commitments shall be are terminated, notwithstanding that from time to time during the term of this Agreement the prior thereto any Subsidiary Borrower may be free from any Subsidiary Borrower Obligations. (e) . CCSC agrees that whenever, at any time, or from time to time, it shall make any payment to either Agent, the Issuing Bank or any Lender on account of its liability under this Article IX, it will notify such Agent, the Issuing Bank and such Lender in writing that such payment is made under the guarantee contained in this Article IX for such purpose. No payment or payments made by the Borrower, the Guarantor any Subsidiary Borrower or any other Person or received or collected by either Agent, the Administrative Agent Issuing Bank or any Lender from the Borrower, the Guarantor any Subsidiary Borrower or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Subsidiary Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shallCCSC under this Article IX which, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations)payments, shall remain liable for the unpaid and outstanding Subsidiary Borrower Obligations up until, subject to Section 9.04, the maximum liability of the Guarantor hereunder until the Subsidiary Borrower Obligations are paid in full and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assignsassigns permitted hereunder, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.; (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder under this subsection 11.1 and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor is permitted under applicable federal and state laws relating to the insolvency of debtors. (c) The Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 11 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 11 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 11 shall have been satisfied by payment in full full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Obligations or any payment received or collected from the such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the such Guarantor hereunder until the Obligations are paid in full full, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower Company when due (whether at the stated maturity, by acceleration or otherwise) of the Company Obligations. (b) Anything herein or in any other Loan Credit Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Credit Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Company Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Company Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full full, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower Company may be free from any Company Obligations. (e) No payment made by the BorrowerCompany, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the BorrowerCompany, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Company Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Company Obligations or any payment received or collected from the such Guarantor in respect of the Company Obligations), remain liable for the Company Obligations up to the maximum liability of the such Guarantor hereunder until the Company Obligations are paid in full full, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are terminated.

Guarantee. The Guarantor hereby irrevocably and unconditionally guarantees to the SUPPLIER the prompt and full discharge by GWWO (and its Affiliates, where relevant) of all of GWWO’s (or, where relevant, its Affiliate) covenants, agreements, obligations and liabilities under this Agreement, including the due and punctual payment of all amounts which are or may become due and payable by GWWO hereunder, when and as the same shall become due and payable (collectively, the “GWWO Obligations”), in accordance with the terms hereof or thereof. The Guarantor acknowledges and agrees that, with respect to all GWWO Obligations to pay money, such guaranty shall be a guaranty of payment and performance and not of collection and shall not be conditioned or contingent upon the pursuit of any remedies against GWWO. If GWWO shall default in the due and punctual performance of any GWWO Obligation, including the full and timely payment of any amount due and payable pursuant to any GWWO Obligation, the Guarantor will forthwith perform or cause to be performed such GWWO Obligation and will forthwith make full payment of any amount due with respect thereto at its sole cost and expense. The liabilities and obligations of the Guarantor pursuant to this Agreement are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) The Guarantor hereby unconditionally and irrevocablyany acceleration, guarantees to the Administrative Agentextension, for the ratable benefit renewal, settlement, compromise, waiver or release in respect of the Lenders, and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance any GWWO Obligation by the Borrower when due (whether at the stated maturity, by acceleration operation of law or otherwise) of the Obligations.; (b) Anything herein the invalidity or unenforceability, in whole or in any other Loan Document to the contrary notwithstandingpart, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors.this Agreement; (c) The Guarantor agrees that the Obligations may at any time and from time modification or amendment of or supplement to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder.Agreement; (d) any change in the corporate existence, structure or ownership of GWWO or the Guarantor or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any of them or their assets; or (e) any other act, omission to act, delay of any kind by any party hereto or any other person, or any other circumstance whatsoever that might, but for the provisions of this Section, constitute a legal or equitable discharge of the obligations of the Guarantor hereunder. The Guarantor irrevocably and unconditionally agrees with the SUPPLIER that, if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the SUPPLIER immediately on demand against any cost, loss or liability it incurs as a result of GWWO or the Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under this Agreement on the date which it would have been due. The Guarantor hereby waives any right, whether legal or equitable, statutory or non-statutory, to require the SUPPLIER to proceed against or take any action against or pursue any remedy with respect to GWWO or any other person or make presentment or demand for performance or give any notice of non-performance before the SUPPLIER may enforce its rights hereunder against the Guarantor. This guarantee contained in this Section 7 is to be a continuing guarantee and accordingly the Guarantor’s obligations hereunder shall remain in full force and effect until all the GWWO Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment performed in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment made by the Borrower, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application full. If at any time any performance by any person of any GWWO Obligation is rescinded or from time must be otherwise restored or returned, whether upon the insolvency, bankruptcy or reorganization of GWWO or otherwise, the Guarantor’s obligations hereunder with respect to time in reduction of or in payment of the Obligations such GWWO Obligation shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any reinstated at such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full time as though such GWWO Obligation had become due and the Commitments are terminatedhad not been performed.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each other Guarantor, including the Borrower Borrower, when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) Anything herein Each Guarantor shall be liable under its guarantee set forth in Section 2.01(a), without any limitation as to amount, for all present and future Obligations, including specifically all future increases in the outstanding amount of the Obligations, whether or in not any such increase is contemplated or provided for by the Loan Documents, the Secured Cash Management Agreements or the Secured Hedge Agreement on the date hereof. Notwithstanding any other Loan Document provision hereof, the right of recovery against each Guarantor under Article 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Article 2 hereof void or voidable under applicable law, including, without limitation, fraudulent conveyance law. To effectuate the foregoing intention, the Administrative Agent and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under the guarantee set forth in Article 2 hereof at any time shall be limited to the contrary notwithstanding, maximum amount as will result in the maximum Obligations of such Guarantor under the guarantee set forth in Article 2 hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under the guarantee set forth in Article 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. To the extent that any Guarantor shall be required hereunder to pay any portion of any guaranteed obligation exceeding the greater of (a) the amount of the value actually received by such Guarantor hereunder and under its Subsidiaries from the Loans and such other Loan Documents shall in no event exceed obligations and (b) the amount which can be such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the guaranteed obligations (excluding the amount thereof repaid by the Guarantor under applicable federal and state laws relating Borrower) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the insolvency aggregate net worth of debtorsall the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all guarantees of such Guarantor other than the guarantee under Article 2 hereof will be deemed to be enforceable and payable after the guaranty under Article 2 hereof. To the fullest extent permitted by applicable Law, this Section 2.02(b) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any Equity Interest in such Guarantor. (c) The Each Guarantor agrees that the Obligations may at any time and from time to time exceed be incurred or permitted in an amount exceeding the amount of the maximum liability of the such Guarantor hereunder under Section 2.01(b) without impairing the guarantee contained in this Section 7 Article 2 or affecting the rights and remedies of the Administrative Agent or any Lender Secured Party hereunder. (d) The guarantee contained in this Section 7 Article 2 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations Discharge of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Secured Party from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations)payment, remain liable for the Obligations up to the maximum liability of the such Guarantor hereunder until the Obligations are paid in full and Discharge of the Commitments are terminatedObligations.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification indemnity obligations for which no claim has been madenot due and payable) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are paid in full (other than contingent indemnity obligations not due and payable), no Letter of Credit shall be outstanding and the Commitments are terminated. (f) The Borrower hereby unconditionally guarantees to the Administrative Agent, for the ratable benefit of the Lenders (and their Affiliates) and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by its Subsidiaries of their Cash Management Obligations and their obligations and liabilities under the Lender Hedge Agreements.

Guarantee. (a) The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assigns, Buyer the prompt and complete payment and performance of the Guaranteed Obligations by the Borrower Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations). (b) Anything herein or Notwithstanding anything in any other Loan Document clause (a) to the contrary notwithstandingcontrary, but subject to clauses (c) and (d) below, the maximum liability of the Guarantor hereunder and under the other Loan Repurchase Documents shall in no event exceed the amount sum of the following products: (i) for each Purchased Asset for which can be a maximum guarantee percentage is not specified in the related Confirmation, the product of (x) 25% and (y) the unpaid aggregate Repurchase Price of such Purchased Asset and (ii) for each Purchased Asset for which a maximum guaranteed by percentage is specified in the Guarantor under applicable federal related Confirmation, the product of (x) such higher percentage specified in the related Confirmation and state laws relating to (y) the insolvency unpaid aggregate Repurchase Price of debtorssuch Purchased Asset. (c) The Guarantor agrees that Notwithstanding the foregoing, the limitation on recourse liability as set forth in subsection (b) above SHALL BECOME NULL AND VOID and shall be of no further force and effect and the Guaranteed Obligations may at immediately shall become fully recourse to Guarantor, in the event of any time and from time to time exceed the amount of the liability following: (i) a voluntary bankruptcy or insolvency proceeding is commenced by Seller under the Bankruptcy Code or any similar federal or state law; (ii) an involuntary bankruptcy or insolvency proceeding is commenced against Seller or Guarantor in connection with which Seller, Guarantor, or any Affiliate of any of the Guarantor hereunder without impairing foregoing has or have colluded in any way with the guarantee contained in this Section 7 creditors commencing or affecting the rights and remedies filing such proceeding; (iii) any material breach of the Administrative Agent separateness covenants set forth in Article 9 of the Repurchase Agreement that directly results in the substantive consolidation of any of the assets and/or liabilities of Seller with the assets and/or liabilities of any other entity in a bankruptcy or insolvency proceeding; or (iv) fraud or intentional misrepresentation by Seller or any Lender hereunder.of its Affiliates in connection with the execution and the delivery of this Guarantee, the Repurchase Agreement, or any of the other Repurchase Documents, or any certificate, report, financial statement or other instrument or document furnished to Buyer at the time of the closing of the Repurchase Agreement or during the term of the Repurchase Agreement; (d) The guarantee In addition to the foregoing and notwithstanding the limitation on recourse liability set forth in subsection (b), Guarantor shall be liable for any out-of-pocket losses, costs, claims, expenses or other liabilities incurred by Buyer directly resulting from the following items: (i) any material breach of the separateness covenants set forth in Article 9 of the Repurchase Agreement (other than as set forth in Section 2(c)(iii) above); or (ii) any material breach of any representations and warranties contained in any Repurchase Document including but not limited to any representations and warranties relating to Environmental Laws, or any indemnity for costs incurred in connection with the violation of any Environmental Law, the correction of any environmental condition, or the removal of any Materials of Environmental Concern, in each case in any way affecting any of the Purchased Assets. (e) Nothing herein shall be deemed to be a waiver of any right which Buyer may have under Section 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code to file a claim for the full amount of the outstanding obligations under the Repurchase Agreement or to require that all collateral shall continue to secure all of the indebtedness owing to Buyer in accordance with the Repurchase Agreement or any other Repurchase Documents. (f) Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all reasonable fees and disbursements of outside counsel) which may be paid or incurred by Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Guaranteed Obligations and/or enforcing any rights with respect to, or collecting against, Guarantor under this Section 7 Guarantee, and agrees to indemnify and hold harmless Buyer from any and all claims, damages, losses, liabilities, costs and expenses that may be incurred by or asserted or awarded against Buyer, in each case relating to or arising out of the Guaranteed Obligations. This Guarantee shall remain in full force and effect and fully enforceable against Guarantor in all respects until all the Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained are paid in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminatedfull, notwithstanding including any time that from time to time during the term of this Agreement the Borrower Seller may be free from any Guaranteed Obligations. (eg) No payment or payments made by the Borrower, the Guarantor Seller or any other Person other than Guarantor in respect of the Guaranteed Obligations or received or collected by the Administrative Agent or any Lender Buyer from the Borrower, the Guarantor Seller or any other Person other than Guarantor in respect of the Guaranteed Obligations by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations)payments, remain liable for the Obligations up to the maximum liability amount of the Guarantor hereunder Guaranteed Obligations until the Guaranteed Obligations are paid in full and the Commitments are terminatedfull. (h) Guarantor agrees that whenever, at any time, or from time to time, Guarantor shall make any payment to Buyer on account of Guarantor’s liability hereunder, Guarantor will notify Buyer in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Lenders, the Administrative Agent and the other Indemnitees under the Credit Agreement and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 3) without rendering such Guarantor insolvent under such laws. (c) The Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 This Guarantee shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 Guarantee shall have been satisfied by payment in full full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower Borrowers may be free from any Obligations. (e) No payment made by the Company, any other Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Company, any other Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Obligations or any payment received or collected from the such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the such Guarantor hereunder until the Obligations are paid in full full, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. 1. The Guarantor unconditionally guarantees and covenants with the Trustee that the Company (ahereinafter the Company is sometimes referred to as the "Debtor") will duly and punctually pay or cause to be paid to the Bondholders the principal amount of the Bonds, interest thereon and all other amounts owing thereunder, as may become payable in accordance with the provisions of the Trust Deed at the dates, in the currencies and in the manner mentioned in the Trust Deed and in such Bonds and will pay all other moneys from time to time owing under the Trust Deed in accordance with the terms thereof and will perform and carry out all other obligations of the Debtor therein contained. The Guarantor and the Trustee acknowledge and agree that the obligations of the Guarantor under this Guarantee are in addition to the obligations the Guarantor has assumed directly under the Trust Deed including, without limitation, with respect to the payment of the Bonds. 2. The obligations of the Guarantor hereunder are and shall be absolute and unconditional and any moneys or amounts expressed to be owing or payable by the Guarantor hereunder which may not be recoverable from the Guarantor on the basis of a guarantee shall be recoverable from the Guarantor as a primary obligor and principal debtor in respect thereof. 3. The Guarantor hereby unconditionally and irrevocably, guarantees acknowledges that it is a party to the Administrative AgentTrust Deed, it has received communication of the terms of the Trust Deed and of all the provisions therein contained and consents and approves of the same and this Guarantee and the agreements of the Guarantor herein contained and provided for shall take effect and shall be and are hereby declared to be binding upon the Guarantor notwithstanding any defect in or omission from the Trust Deed or any instrument comprising the same or any non-registration or non-filing or defect of registration or filing or by reason of any defect in the issuance of any Bond or by reason of the failure of the security for the ratable benefit Bonds intended to be created by the Trust Deed or pursuant thereto. 4. It is hereby agreed and declared that the obligation of the LendersGuarantor hereunder shall extend (without any further act or formality) to all Bonds which may from time to time be issued and outstanding under the Trust Deed, whether heretofore or hereafter issued. 5. The obligation of the Guarantor thereunder shall be a continuing obligation and a fresh cause of action hereunder shall be deemed to arise in respect of each default by the Debtor. In the event of such a default, the Trustee or any Bondholder as permitted hereunder, as the case may be, shall have the right to proceed first and directly against the Guarantor without proceeding against the Debtor or either of them, as the case may be, or any other Person or entity or exhausting any other remedies which it or they may have, and their respective successorswithout resorting to any security held by it or them. The Guarantor agrees with the Trustee that it will from time to time deliver to the Trustee suitable acknowledgements of its continued liability hereunder and under the Guarantee Security to which it is a party and any other instrument or instruments in such form as Counsel may advise and as will prevent any action brought against it in respect of any default hereunder or under such Guarantee Security or the covenants therein contained being barred by an statute of limitations now or hereafter in force in the Province of Ontario or elsewhere, indorsees, transferees and assigns, in the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) event of the Obligations. (b) Anything herein failure of the Guarantor so to do, it hereby irrevocably appoints the Trustee the attorney and agent of the Guarantor to make, execute and deliver such written acknowledgement or acknowledgements or other instruments as may from time to time become necessary or advisable, in any other Loan Document the judgment of the Trustee on the advice of Counsel, to fully maintain and keep in force the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtorssuch Guarantee Security. (c) 6. The Guarantor agrees that the Obligations may if at any time and from time any part of any payment guaranteed hereunder received by the Trustee or the Bondholders is or must be rescinded or returned to time exceed the amount Debtor, for any reason whatsoever (including without limitation, the insolvency, bankruptcy or reorganization of the liability Debtor), the guarantee constituted by this agreement shall be reinstated with respect to such payment so rescinded or returned as though such payment had never been received by the Trustee or the Bondholders. If demand for, or acceleration of the Guarantor time for, payment by the Debtor of any obligation guaranteed hereunder without impairing is stayed upon the guarantee contained in this Section 7 insolvency, bankruptcy or affecting the rights and remedies reorganization of the Administrative Agent Debtor all such indebtedness otherwise subject to demand for payment or any Lender hereunder. (d) The guarantee contained in this Section 7 acceleration shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of nonetheless by payable be the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligationsas provided herein. (e) No payment made by the Borrower, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lender and their respective its successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) Anything herein The Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the Lender in enforcing, or obtaining advice of counsel in respect of, any other Loan Document to the contrary notwithstandingrights with respect to, the maximum liability or collecting, any or all of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under applicable federal and state laws relating to the insolvency of debtorsthis Guarantee. (c) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment or payments made by the Borrower, the Guarantor any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (or payments, other than any payment payments made by the Guarantor in respect of the Obligations or any payment payments received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are indefeasibly paid in full and full. (e) The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Commitments are terminatedLender on account of its liability hereunder, it will notify the Lender in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are paid in full full, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, Agent for the ratable benefit of the Lenders, Secured Parties and their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the all Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash (other than contingent or indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Obligations; provided that any Guarantor shall be released from its guarantee contained in this Section 2 as provided in Section 8.15. (ec) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent Agent, any Lender or any Lender other Secured Party from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Obligations or any payment received or collected from the such Guarantor in respect of the Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are paid in full in cash (other than contingent or indemnification obligations for which no claim has been made) and the Commitments are terminated, provided that any Guarantor shall be released from its guarantee contained in this Section 2 as provided in Section 8.15. Notwithstanding the foregoing, in no event shall the Guarantors be liable for payment of any amount in excess of the then outstanding Borrower Obligations and, without duplication, Guarantor Obligations.

Guarantee. (a) 10.1 The Guarantor Guarantor, as primary obligor, hereby unconditionally and irrevocably, : (a) guarantees by way of continuing guarantee to the Administrative Agent, for Seller the ratable benefit of the Lenders, due and their respective successors, indorsees, transferees punctual performance and assigns, the prompt and complete payment and performance observance by the Borrower when due Buyer of all its obligations under or pursuant to this Agreement and each other Transaction Document (whether at the stated maturity, by acceleration or otherwise) of the “Buyer’s Guaranteed Obligations.”); (b) Anything herein agrees that if and each time that the Buyer defaults for any reason whatsoever in the performance of any of the Buyer’s Guaranteed Obligations, the Guarantor shall on demand as principal debtor and primary obligor (without requiring the Seller to first take steps against the Buyer or in any other Loan person), unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Buyer’s Guaranteed Obligations in respect of which such default has occurred, in the manner prescribed under this Agreement or any other Transaction Document to so that the contrary notwithstanding, same benefits would be conferred on the maximum liability of Seller as if the Guarantor hereunder Buyer’s Guaranteed Obligations have been duly performed and under the other Loan Documents shall in no event exceed the amount which can be guaranteed satisfied by the Guarantor under applicable federal and state laws relating to the insolvency of debtors.Buyer; and (c) The Guarantor agrees that this guarantee is in addition to and without prejudice to and is not in substitution for any rights which the Obligations Seller may at have or hold for the performance and observance of the Buyer’s Guaranteed Obligations. 10.2 The Guarantor’s obligations under this Clause shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including without limitation: (a) any time and from time to time exceed or indulgence granted to, or composition with, the amount Buyer or any other person; (b) any taking, variation, renewal or release of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Agent Buyer’s Guaranteed Obligations or any Lender hereunder.right, guarantee, remedy or security from or against the Buyer or any other person; (c) any neglect to perfect or enforce the Agreement, any other Transaction Document or any right, guarantee, remedy or security from or against the Buyer or any other person; or (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations any unenforceability or invalidity of the Guarantor under the guarantee contained in Buyer’s Guaranteed Obligations, so that this Section 7 shall have been satisfied by payment in full and the Commitments Clause 10 shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligationsconstrued as if there were no such unenforceability or invalidity. (e) No payment made by the Borrower, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminated.

Guarantee. (a) The Guarantor Company hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of the Foreign Subsidiary Borrowers (the “Subsidiary Obligations”). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) The Guarantor Company agrees that the Subsidiary Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor Company hereunder that would exist in the absence of this Article X without impairing the guarantee contained in this Section 7 Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (dc) The guarantee contained in this Section 7 This Guarantee shall remain in full force and effect until all the Subsidiary Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement Guarantee the Borrower Foreign Subsidiary Borrowers may be free from any Subsidiary Obligations. (ed) No payment made by the any Borrower, the Guarantor any Subsidiary Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the any Borrower, the Guarantor any Subsidiary Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Subsidiary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor Company hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor Company in respect of the Subsidiary Obligations or any payment received or collected from the Guarantor Company in respect of the Subsidiary Obligations), remain liable for the Subsidiary Obligations up to the maximum liability of the Guarantor hereunder until the Subsidiary Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) The Guarantor 14.1 PharmaCell will use maximal efforts to do all things necessary, including the provision of funds to the Supplier, to ensure that the Supplier at all times performs and is able to perform its obligations under this Agreement, whether these obligations be for the payment of money, the performance of any activity, the taking of any step, or otherwise. Without prejudice to any other remedy TiGenix may have under this Agreement or otherwise against the Supplier, PharmaCell hereby unconditionally and irrevocably, irrevocably guarantees to TiGenix, on the Administrative Agentterms and conditions herein, for that if there is any Material Breach by the ratable benefit Supplier of any of its obligations under this Agreement which is capable of being remedied; PharmaCell shall use maximal efforts to complete, or cause to be completed, such obligation(s), subject to all limitations and defences available to the LendersSupplier. This guarantee shall not be construed to impose upon PharmaCell any obligations greater than, in addition to, or other than, the obligations expressly assumed by the Supplier under this Agreement. 14.2 If it has been established by court or arbitration judgment or binding amicable settlement between TiGenix and the Supplier that TiGenix is entitled to any damages or other payment from the Supplier, and their respective successorsthe Supplier does not pay those damages or does not make that other payment to TiGenix as required under this Agreement, indorsees, transferees and assigns, the prompt and complete PharmaCell will pay or cause to pay those damages or make that other payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligationsto TiGenix on demand. (b) Anything herein 14.3 TiGenix is obligated to exhaust its recourse against the Supplier before being entitled to call on PharmaCell to perform its obligations under this Section 14, it being understood that TiGenix shall be deemed to have exhausted its recourse against the Supplier after having reached a settlement with the Supplier or in any other Loan Document having obtained a first judgment against the Supplier followed by one unsuccessful enforcement attempt to recover from the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtorsSupplier. (c) The Guarantor agrees that 14.4 TiGenix and the Obligations Supplier may at any time and from time to time exceed the amount change one or more of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term provisions of this Agreement (in accordance with Section 6) without the Borrower may be free from any Obligations. (e) No payment made by the Borrowerconsent of, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrowerbut with a prior notice to, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modifyPharmaCell, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full it being understood that TiGenix and the Commitments are terminatedSupplier cannot create additional obligations on the part of PharmaCell without the prior written approval of PharmaCell.

Guarantee. (a) The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assigns, Buyer the prompt and complete payment and performance of the Obligations by the Borrower each Seller and each Parent when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations). (b) Anything herein or Notwithstanding anything in any other Loan Document Section 2(a) to the contrary notwithstandingcontrary, but subject in all cases to Sections 2(c), and (d) below, the maximum liability of the Guarantor hereunder and under the other Loan Transaction Documents as of any date of determination shall in no event exceed twenty-five percent (25%) of the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating then-currently unpaid aggregate Repurchase Price of all Purchased Assets subject to the insolvency Transaction as of debtorssuch date of determination. (c) The Guarantor agrees that Notwithstanding the foregoing, the limitation on recourse liability as set forth in Section 2(b) above SHALL BECOME NULL AND VOID and shall be of no force and effect and the Obligations may at shall be fully recourse to Guarantor upon the occurrence of any time and from time to time exceed the amount of the liability following: (i) a voluntary bankruptcy or insolvency proceeding is commenced by any Seller or any Parent under the Bankruptcy Code or any similar federal or state law or any law of any other jurisdiction; (ii) an involuntary bankruptcy or insolvency proceeding is commenced against any Seller or any Parent in connection with which any Seller, any Parent or Guarantor or any Affiliate of any of the Guarantor hereunder without impairing foregoing (alone or in any combination) has or have colluded in any way with the guarantee contained in this Section 7 creditors commencing or affecting the rights and remedies filing such proceeding; (iii) any material breach of the Administrative Agent separateness covenants set forth in Articles 11(v) or (w) of the Repurchase Agreement that results in a legal or equitable consolidation of any Seller with Guarantor or any Lender hereunder.Subsidiary of Guarantor that is also a direct or indirect parent of such Seller in connection with any bankruptcy or insolvency proceeding of Guarantor or such parent of Seller; or (d) The guarantee contained In addition to the foregoing and notwithstanding the limitation on recourse liability set forth in Section 2(b) above, Guarantor shall be liable for any actual losses, costs, claims, expenses or other liabilities actually incurred by Buyer arising out of or attributable to the following items: (i) fraud or intentional misrepresentation by any Seller, any Parent, Guarantor, or any other Affiliate of any Seller, any Parent or Guarantor in connection with the execution and the delivery of this Guarantee, the Repurchase Agreement, or any other Transaction Document, or any certificate, report, financial statement or other instrument or document furnished to Buyer by any such parties at the time of the closing of the Repurchase Agreement or during the term of the Repurchase Agreement; (ii) any material breach of the separateness covenants set forth in Articles 11(v) or (w) of the Repurchase Agreement (other than as set forth in Section 7 2(c)(iii) above); (iii) any material breach of any representations and warranties relating to Environmental Laws by any Seller, Guarantor or any of their respective Affiliates, or any indemnity for costs incurred by Buyer in connection with the violation of any Environmental Law, the correction of any environmental condition, or the removal of any Materials of Environmental Concern, in each case in any way affecting any Seller’s or Guarantor’s properties or any of the Purchased Assets. (e) Guarantor further agrees to pay any and all reasonable out-of-pocket expenses (including, without limitation, all reasonable fees and disbursements of counsel) that may be paid or incurred by Buyer in connection with (i) enforcing any of its rights hereunder, (ii) obtaining advice of counsel with respect to the enforcement, potential enforcement or analysis of its rights hereunder, and (iii) collecting any amounts owed to it hereunder. This Guarantee shall remain in full force and effect and be fully enforceable against Guarantor in all respects until all the later of (i) the date upon which the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment are paid in full and (ii) the Commitments shall be terminatedtermination of the Repurchase Agreement, notwithstanding that from time to time during the term of this Agreement the Borrower prior thereto, Sellers and/or Parents may be free from any Obligations. (ef) No payment or payments made by the Borrowerany Seller, the Guarantor any Parent or any other Person or received or collected by the Administrative Agent or Buyer from any Lender from the BorrowerSeller, the Guarantor any Parent or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which hereunder, and Guarantor shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations)payments, remain liable for the Obligations up to the maximum liability full amount of the Guarantor hereunder Obligations under this Guarantee until the Obligations are paid in full and full, but subject to the Commitments are terminatedlimitations on Guarantor’s liability under Section 2(b) above. (g) Guarantor agrees that whenever, at any time, or from time to time, Guarantor shall make any payment to Buyer on account of any liability hereunder, Guarantor will notify Buyer in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Collateral Agent, for the ratable benefit of the Lenders, Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Collateral Agent or any Lender Secured Party hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full full, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any Lender Secured Party from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are paid in full full, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and --------- severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-set- off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are paid in full full, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) The 27.1 In consideration of the Sellers entering into this Agreement, the Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative AgentSellers, for as a continuing independent and primary obligation and as principal debtor obligation, that the ratable benefit Buyer will comply, in a timely manner, with its obligations, commitments, undertakings and warranties under or pursuant to this Agreement and all other Transaction Documents (to which the Buyer is a party). 27.2 The Guarantor’s liability under this Clause 27 shall not be discharged, affected, reduced, released or impaired by: 27.2.1 any amendment, variation or assignment of this Agreement or any other Transaction Document (to which the Buyer is a party) or any waiver of any of the Lenders, and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration terms of this Agreement or otherwise) of the Obligations. (b) Anything herein or in any other Loan Transaction Document (to which the contrary notwithstandingBuyer is a party); 27.2.2 any forbearance, the maximum liability neglect or delay in seeking performance of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor Buyer under or pursuant to this Agreement and any other Transaction Document; 27.2.3 any release of, or granting of time or other indulgence to, the guarantee contained in this Section 7 shall have been satisfied by payment in full and Buyer or any third party; 27.2.4 the Commitments shall be terminatedillegality, notwithstanding that from time to time during the term invalidity or unenforceability of, or any defect in, any provision of this Agreement the Borrower may be free from any Obligations. (e) No payment made by the Borrower, the Guarantor or any other Person Transaction Document or received the obligations of the Buyer under any of them; 27.2.5 any winding-up, dissolution, reconstruction, legal limitation, incapacity or collected by lack of corporate authority of the Administrative Agent or any Lender from the Borrower, the Guarantor or Buyer; and 27.2.6 any other Person by virtue of any action fact or proceeding event which would or any set-off or appropriation or application at any time or from time may operate to time in reduction of or in payment of the Obligations shall be deemed to modifyimpair, affect, reduce, release or otherwise affect discharge the liability Guarantor’s liability. 27.3 If and whenever the Buyer defaults for any reason whatsoever in the performance of any of its obligations under this Agreement or any other Transaction Document, the Guarantor shall forthwith upon demand unconditionally perform (or procure the performance of) and satisfy (or procure the satisfaction of) the obligations of the Guarantor hereunder Buyer in regard to which shallsuch default has been made in the manner prescribed by this Agreement or any other Transaction Document, notwithstanding any such payment (other than any payment made and so that the same benefits shall be conferred on the Sellers as they would have received if the obligations of the Buyer had been duly performed and satisfied by the Guarantor Buyer. 27.4 This guarantee is to be a continuing guarantee and, accordingly, is to remain in respect force until the obligations of the Obligations Buyer under this Agreement or any payment received other Transaction Document (to which the Buyer is a party) shall have been performed or collected from satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Guarantor in respect Sellers may now or hereafter have or hold for the performance and observance of the Obligations), remain liable for the Obligations up to the maximum liability obligations of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminatedBuyer under this Agreement or any other Transaction Document.

Guarantee. (9.1 In consideration of the Lender giving loan to the Borrower/s under this Agreement as well as under the Existing Agreement and at the request of the Borrower/s, the Guarantor hereby guarantees repayment I the said loan together with all costs, charges and expenses payable hereunder and under Existing Agreement and agrees that his obligation shall be concurred with those of the Borrower/s in all respects as if he himself was the Borrower/s and hereby guarantees to the Lender: a) The Guarantor hereby unconditionally regular and irrevocably, guarantees punctual payment of all sums due under this Agreement and under the Existing Agreement and the due performance and observance by the Borrower/s of the terms and conditions of this Agreement as well as under Existing Agreement; CG b) To pay to the Administrative Agent, for Lender all monies becoming due and payable to the ratable benefit Lender under this Agreement as well as under the Existing Agreement; c) The liability of the Lenders, and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) guarantor in respect of the Obligationssums due and payable under this Agreement as well as under the Existing Agreement shall be joint and coextensive with that of the Borrower/s 9.2 THE GUARANTOR HEREBY DECLARES a) that the Lender shall be liberty to ▇▇▇ the Borrower/s and the Guarantor jointly and/ or severally of shall be entitled to proceed against the Guarantor as if the guarantor is the principal debtor; b) that he/they shall have no claim against the Borrower/s and any other benefits to which sureties may otherwise be entitled. (bc) Anything herein that the neglect or forbearance of the Lender in enforcing payment of any monies due under this Agreement or under the Existing Agreement of any other indulgence shown to the Borrower/s shall not release the Borrower/s or the Guarantor from the several obligations under this Agreement or in any other Loan Document to way hereunder or under Existing Agreement and shall not in any way affect the contrary notwithstanding, the maximum liability rights of the Guarantor hereunder and under the other Loan Documents shall Lender in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors.respect thereof; G (cd) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee indemnities/ guarantees contained in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 herein shall remain in full force and effect until all for the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term entire period of this Agreement as well as the Borrower may be free from Existing Agreement and shall survive the termination of this Agreement as well as that of Existing Agreement in so far as they relate to events which occurred during the period of the aforesaid Agreement or any Obligations.renewals hereof; (e) No payment made by not to assign, transfer, revoke, cancel, alter, modify or withdraw this guarantee without the Borrower, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment prior written consent of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminatedLender.

Guarantee. (a) The Each Guarantor hereby hereby, jointly and severally, unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the each Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsBorrower Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor). As used in this Guarantee, the term “Lenders” includes affiliates of Lenders which are parties to any Specified Cash Management Agreements or Specified Swap Agreements. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 This Guarantee shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 Guarantee shall have been satisfied by payment in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower Borrowers may be free from any Borrower Obligations. (e) No payment made by the any Borrower, the Guarantor any Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the any Borrower, the Guarantor any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assigns, Buyer the prompt and complete payment and performance of the Obligations by the Borrower Seller and Pledgor when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations). (b) Anything herein or Notwithstanding anything in any other Loan Document Section 2(a) to the contrary notwithstandingcontrary, but subject in all cases to Sections 2(c), and (d) below, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by sum of (i) twenty-five percent (25%) of the Guarantor under applicable federal then-currently unpaid aggregate Purchase Price of all Purchased Assets that are Senior Mortgage Loans or Participation Interests in Senior Mortgage Loans and state laws relating to (ii) one hundred percent (100%) of the insolvency then-currently unpaid aggregate Purchase Price of debtorsall Purchased Assets that do not consist of Purchased Assets that are Senior Mortgage Loans or Participation Interests in Senior Mortgage Loans. (c) The Guarantor agrees that Notwithstanding the foregoing, the limitation on recourse liability as set forth in Section 2(b) above SHALL BECOME NULL AND VOID and shall be of no force and effect and the Obligations may at shall be fully recourse to Guarantor upon the occurrence of any time and from time to time exceed the amount of the liability following: (i) a voluntary bankruptcy or insolvency proceeding is commenced by Seller, Pledgor or Guarantor under the Bankruptcy Code or any similar federal or state law or any law of any other jurisdiction; (ii) an involuntary bankruptcy or insolvency proceeding is commenced against Seller, Pledgor or Guarantor in connection with which Seller, Pledgor or Guarantor or any Affiliate of any of the Guarantor hereunder without impairing foregoing (alone or in any combination) has or have colluded in any way with the guarantee contained in this Section 7 creditors commencing or affecting the rights and remedies filing such proceeding; or (iii) any material breach of the Administrative Agent separateness covenants set forth in Articles 11(v) or (w) of the Repurchase Agreement that results in a legal or equitable consolidation of Seller or Pledgor with any Lender hereunderother Person (including, without limitation, in connection with any proceeding under any Insolvency Law). (d) The guarantee In addition to the foregoing and notwithstanding the limitation on recourse liability set forth in subsection (b) above, Guarantor shall be liable for any direct, actual losses, costs, claims, expenses or other liabilities actually incurred by Buyer (excluding consequential, special or punitive damages) arising out of or attributable to the following items and not due to Buyer’s gross negligence, bad faith or willful misconduct: (i) fraud or intentional misrepresentation by Seller, Pledgor, Guarantor, or any other Affiliate of Seller, Pledgor or Guarantor in connection with the execution and the delivery of this Guarantee, the Repurchase Agreement, or any other Transaction Document, or any certificate, report, financial statement or other instrument or document furnished to Buyer at the time of the closing of the Repurchase Agreement or during the term of the Repurchase Agreement; (ii) any material breach of the separateness covenants set forth in Articles 11(v) or (w) of the Repurchase Agreement (other than as set forth in Section 2(c)(iii) above); or (iii) any material breach of any representations and warranties by Guarantor contained in this Section 7 any Transaction Document or herein and any material breach by Seller, Guarantor or any of their respective Affiliates, of any representations and warranties relating to Environmental Laws, or any indemnity for costs incurred in connection with the violation of any Environmental Law, the correction of any environmental condition, or the removal of any Materials of Environmental Concern, in each case in any way affecting Seller’s or Guarantor’s properties or any of the Purchased Assets. (e) Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) that may be paid or incurred by Buyer in connection with (i) enforcing any of its rights hereunder, (ii) obtaining advice of counsel with respect to the enforcement, potential enforcement or analysis of its rights hereunder, and (iii) collecting any amounts owed to it hereunder. Without limiting the generality of the foregoing, Guarantor agrees to hold Buyer harmless from, and indemnify Buyer against, any and all losses, costs or expenses relating to the failure of Primary Servicer or Interim Servicer to remit any Income to the Depository Account or comply with any other provision of the Primary Servicing Agreement, the Interim Servicing Agreement, any other Servicing Agreement or any Servicer Notice or Re-direction Letter. This Guarantee shall remain in full force and effect and be fully enforceable against Guarantor in all respects until all the later of (i) the date upon which the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment are paid in full and (ii) the Commitments shall be terminatedtermination of the Repurchase Agreement, notwithstanding that from time to time during the term of this Agreement the Borrower prior thereto, Seller and/or Pledgor may be free from any Obligations. (ef) No payment or payments made by the BorrowerSeller, the Guarantor Pledgor or any other Person or received or collected by the Administrative Agent or any Lender Buyer from the BorrowerSeller, the Guarantor Pledgor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which hereunder, and Guarantor shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations)payments, remain liable for the Obligations up to the maximum liability full amount of the Guarantor hereunder Obligations under this Guarantee until the Obligations are paid in full and the Commitments are terminatedfull. (g) Guarantor agrees that whenever, at any time, or from time to time, Guarantor shall make any payment to Buyer on account of any liability hereunder, Guarantor will notify Buyer in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) The Guarantor hereby unconditionally On the Issue Date, BD shall execute and irrevocably, guarantees deliver to the Administrative AgentTrustee the Parent Guaranty Agreement, for pursuant to which the ratable benefit of Notes will initially be guaranteed on an unsecured, unsubordinated basis by BD. Pursuant to the LendersBD Guarantee as set forth in the Parent Guaranty Agreement, and their respective successorsBD will unconditionally guarantee on an unsecured, indorsees, transferees and assignsunsubordinated basis, the prompt full and complete punctual payment and performance by the Borrower when due (due, whether at the stated maturity, by acceleration or otherwise) , of principal of, premium, if any, and interest on the Notes and the other Obligations of the Obligations. (b) Anything herein Issuer under this Indenture and the Notes. Pursuant to the Parent Guaranty Agreement, the BD Guarantee will be automatically and unconditionally terminated and released, without any action on the part of the Trustee, any Holder of the Notes or in any other Loan Document Person, upon the earliest to occur of (i) the consummation of the Spin-Off or (ii) the consummation of a legal defeasance or covenant defeasance relating to the Notes as described under Article VIII or the discharge of this Indenture with respect to the Notes as described under Article XI or otherwise in accordance with the provisions of this Indenture (the “BD Guarantee Release Condition”; the date upon which the BD Guarantee is terminated and released in accordance with its terms, the “BD Guarantee Release Date”). Any term or provision of this Indenture to the contrary notwithstanding, the maximum liability obligations of the Guarantor BD hereunder and under the other Loan Documents Parent Guaranty Agreement shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating limited to the insolvency maximum amount as will, after giving effect to all other contingent and fixed liabilities of debtorsBD, result in the obligations of BD under the BD Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign, state or provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) On the Spin-Off Date, each of the Subsidiaries of the Issuer that is required to guarantee the obligations under the Credit Agreement on or in connection with the Spin-Off Date shall execute and deliver to the Trustee the supplemental indenture, dated as of the Spin-Off Date, substantially in the form attached hereto as Exhibit B (the “Supplemental Indenture” and each such Subsidiary, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors” and such guarantees therefrom, the “Subsidiary Guarantees”). (c) Subject to the provisions of this Article X, from and after the Spin-Off Date, by its execution of a supplemental indenture pursuant to which it agrees to become a Guarantor hereunder, each Guarantor hereby fully, unconditionally and irrevocably guarantee on a senior secured basis, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder, and the Trustee and the Notes Collateral Agent the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), of the principal of, premium, if any, and interest on the Notes and all other Obligations and liabilities of the Issuer under this Indenture and the Notes when and as the same shall be due and payable (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 7.07) (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Guaranteed Obligations of each Subsidiary Guarantor shall be secured by a first-priority security interest (subject to Permitted Liens) in the Collateral owned by such Guarantor on a pari passu basis with the other First Lien Obligations pursuant to the terms of the Notes Security Documents and the First Lien Pari Passu Intercreditor Agreement. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time will rank equally in right of payment with other Indebtedness of such Guarantor, except to time exceed the amount extent such other Indebtedness is subordinate to the Guaranteed Obligations, in which case the obligations of the liability Guarantors under the Guarantees will rank senior in right of the Guarantor hereunder without impairing the guarantee contained payment to such other Indebtedness. To evidence its Guarantee set forth in this Section 7 10.01, each Guarantor hereby agrees that this Indenture or affecting any supplemental indenture, as applicable, shall be executed on behalf of such Guarantor by an Officer of such Guarantor. Each Guarantor hereby agrees that its Guarantee set forth in this Section 10.01 shall remain in full force and effect notwithstanding the rights and remedies absence of the Administrative Agent endorsement of any notation of such Guarantee on the Notes. If an Officer whose signature is on this Indenture or any Lender hereunder. supplemental indenture, as applicable, no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. Except as set forth in Section 10.02, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) The guarantee contained the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in this Section 7 the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor agrees that its Guarantee herein shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and of all the Commitments Guaranteed Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.02, Article VIII or Article XI. Each Guarantor further agrees that its Guarantee herein shall continue to be terminatedeffective or be reinstated, notwithstanding that from time to time during as the term of this Agreement the Borrower case may be free from any Obligations. (e) No payment made by the Borrowerbe, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application if at any time payment, or from time to time any part thereof, of principal of, premium, if any, or interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. In furtherance of the foregoing and not in reduction limitation of any other right which any Holder has at law or in payment equity against any Guarantor by virtue hereof, upon the failure of the Obligations shall be deemed Issuer to modify, reduce, release or otherwise affect the liability pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereunder which shallhereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) (without duplication of the amounts described in the preceding clause (i)) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such payment (other than any payment made by the Guarantor acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or any payment received or collected from not due and payable) shall forthwith become due and payable by the Guarantor in respect of the Obligations), remain liable for the Obligations up purposes of this Guarantee. Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the maximum liability of Trustee, the Guarantor hereunder until Notes Collateral Agent or the Obligations are paid Holders in full and the Commitments are terminatedenforcing any rights under this Section 10.01.

Guarantee. (a) The Guarantor Guarantor, hereby unconditionally subsidiary and irrevocably, irrevocably guarantees to the Administrative AgentBeneficiary the full, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assigns, the prompt due and complete payment of any and performance by all amounts that XYZ shall owe the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and Beneficiary under the other Loan Documents shall in no event exceed Contract, as well as the amount which can be guaranteed by due and timely performance of any and all obligations of XYZ under the Guarantor under applicable federal and state laws relating Contract up to the insolvency of debtors. (c) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability XXXXXX (XXXXX) millions of the Guarantor hereunder without impairing the dollars. This Guarantee is a guarantee contained in this Section 7 or affecting the rights of payment and remedies performance and not merely a guarantee of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 collection and shall remain in full force and effect until all obligations of XYZ guaranteed hereunder have been paid or performed in their entirety, subject to article 2 of this Guarantee. (b) The guarantee of payment and performance provided in this Guarantee is a continuing and absolute guarantee and shall apply to all obligations under the Obligations Contract as they arise. Without limiting the generality of the foregoing, the guarantee of the Guarantor shall not be released, discharged or otherwise affected by: (i) any changes in the name, authorized activities, legal existence, structure, personnel or direct or indirect ownership of XYZ, (ii) the insolvency, bankruptcy, reorganization or any other than contingent indemnification obligations for which no claim has been madesimilar proceeding affecting XYZ or its respective assets, or (iii) and any other act or omission or delay of any kind by XYZ, the Beneficiary or any other Person. The guarantee shall specifically cover the obligations of the Guarantor under Contract and by no reason shall be executed for those derived from any non-contractual liability to which shall apply the guarantee contained in this Section 7 shall have been satisfied by payment in full Applicable Law regardless the content of the Contract and the Commitments shall Guarantee. (c) To the extent permitted by the Applicable Laws, the Guarantor agrees that, without notice and without requiring any confirmation, consent or additional guarantee on its part, the obligations of XYZ guaranteed hereunder may be terminated, notwithstanding that from time to time during time, pursuant to the term Contract, be renewed, extended, increased, accelerated, modified, amended, settled, waived, released or rescinded, all of the foregoing without impairing or affecting in any way the obligation of the Guarantor in accordance with this Agreement the Borrower may be free from any ObligationsGuarantee. (ed) No payment made This Guarantee constitutes the Beneficiary will related to the fact that the Contractor guaranteed by the BorrowerGuarantor, complied with the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time requirements described in reduction of or in payment section (c) of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability Article 17.2 of this Contract at full satisfaction of the Guarantor hereunder which shall, notwithstanding any such payment Beneficiary and selected to determine the guarantee amount in accordance with section (other than any payment made by the Guarantor in respect a) of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminatedthis Article.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assignsassigns permitted hereunder, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder under this Section 10.01 and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor is permitted under applicable federal and state laws relating to the insolvency of debtors. (c) The Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 Article X or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 Article X shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 Article X shall have been satisfied by payment in full (other than contingent reimbursement and indemnification obligations not yet accrued and payable) and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Obligations or any payment received or collected from the such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the such Guarantor hereunder until the Obligations are paid in full (other than contingent reimbursement and indemnification obligations not yet accrued and payable) and the Commitments are terminated.

Guarantee. (a) The In the event of the occurrence of any event described in clause (b) below, Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assigns, Buyer the prompt and complete payment and performance of the Obligations by the Borrower Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations). (b) Anything herein The Obligations shall be fully recourse to Seller and Guarantor, jointly and severally, upon the occurrence of any of the following: (i) a voluntary bankruptcy or insolvency proceeding is commenced by Seller under the U.S. Bankruptcy Code or any similar federal or state law; or (ii) an involuntary bankruptcy or insolvency proceeding is commenced against Seller or Guarantor in connection with which Seller, Guarantor, or any Affiliate of any of the foregoing has or have colluded in any other Loan Document to way with the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtorscreditors commencing or filing such proceeding. (c) The In addition to the foregoing, Guarantor agrees that shall also be liable for any losses, costs, claims, expenses or other liabilities incurred by Agent (exclusive of consequential damages) arising out of or attributable to the Obligations may at fraud or intentional misrepresentation by Seller, Guarantor or any time of their respective Affiliates in connection with the execution and from time to time exceed the amount delivery of this Guarantee, the Repurchase Agreement, or any of the liability other Repurchase Documents, or any certificate, report, financial statement or other instrument or document furnished to Agent at the time of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies closing of the Administrative Agent Repurchase Agreement or any Lender hereunderduring the term of the Repurchase Agreement. (d) The guarantee contained Nothing herein shall be deemed to be a waiver of any right that Agent may have under Section 506(a), 506(b), 1111(b) or any other provision of the U.S. Bankruptcy Code to file a claim for the full amount of the indebtedness owed by Seller and secured by the Repurchase Agreement or any other Repurchase Document or to require that all collateral shall continue to secure all of the indebtedness owing by Seller to Agent in accordance with the Repurchase Agreement or any other Repurchase Documents. (e) In the event of the occurrence of any event described in clause (b) above, Guarantor further agrees to pay any and all reasonable and documented expenses (including, without limitation, all reasonable and documented fees and disbursements of external counsel) which may be paid or incurred by Agent in enforcing any rights with respect to, or collecting against, Guarantor under this Section 7 Guarantee. This Guarantee shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained are paid in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminatedfull, notwithstanding that from time to time during the term of this Agreement the Borrower prior thereto Seller may be free from any Obligations. (ef) No payment or payments made by the Borrower, the Guarantor Seller or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which for the remaining Obligations and Guarantor shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations)payments, remain liable for the Obligations up to the maximum liability amount of the Guarantor hereunder Obligations until the Obligations are paid in full and the Commitments are terminatedfull. (g) Guarantor agrees that whenever, at any time, or from time to time, Guarantor shall make any payment to Agent on account of Guarantor’s liability hereunder, Guarantor will notify Agent in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assignsSecured Parties, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of the ObligationsBorrower Obligations owed to the Secured Parties. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which that can be guaranteed by the such Guarantor under applicable law, including applicable federal and state laws relating to the insolvency of debtors; provided that, to the maximum extent permitted under applicable law, it is the intent of the parties hereto that the rights of contribution of each Guarantor provided in Subsection 2.2 be included as an asset of the respective Guarantor in determining the maximum liability of such Guarantor hereunder. (c) The Each Guarantor agrees that the Borrower Obligations guaranteed by it hereunder may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender other Secured Party hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until the earliest to occur of (i) the first date on which all of the Loans, any Reimbursement Obligations (and all other than contingent indemnification obligations for which no claim has been made) Borrower Obligations then due and owing, and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 then due and owing shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized, or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Borrower Obligations, (ii) as to any Guarantor, a sale or other disposition of all the Capital Stock of such Guarantor (other than to the Borrower or a Subsidiary Guarantor), or any other transaction or occurrence as a result of which such Guarantor ceases to be a Restricted Subsidiary of the Borrower, in each case that is permitted under the Credit Agreement and (iii) as to any Guarantor, such Guarantor becoming an Excluded Subsidiary. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender other Secured Party from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of any of the Borrower Obligations), remain liable for the Borrower Obligations guaranteed by it hereunder up to the maximum liability of the such Guarantor hereunder until the earliest to occur of (i) the first date on which all the Loans, any Reimbursement Obligations, and all other Borrower Obligations then due and owing are paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) and the Commitments are terminated, (ii) as to any Guarantor, a sale or other disposition of all the Capital Stock of such Guarantor (other than to the Borrower or a Subsidiary Guarantor), or any other transaction or occurrence as a result of which such Guarantor ceases to be a Restricted Subsidiary of the Borrower, in each case that is permitted under the Credit Agreement and (iii) as to any Guarantor, such Guarantor becoming an Excluded Subsidiary. (f) Notwithstanding anything herein or in any other Loan Document to the contrary, including Subsection 2.6 hereof, (i) the obligations of Holdings under this Agreement, including in respect of its Guarantor Obligations, are expressly limited recourse obligations of Holdings, and such obligations shall be payable solely from, limited to, and shall in no event exceed, Holdings’ Pledged Collateral, and (ii) upon the collection, sale or disposition of, or other realization upon, all of Holdings’ Pledged Collateral by or on behalf of the Collateral Agent or any Secured Party, whether pursuant to Section 6 of this Agreement or otherwise, the obligations of Holdings under this Agreement, including in respect of its Guarantor Obligations, shall be irrevocably and indefeasibly terminated and shall not be subject to reinstatement under any circumstance.

Guarantee. (ai) The Guarantor hereby hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. The Guarantor’s liability under this Guarantee shall be unlimited, open and continuous for so long as this Guarantee remains in force. (bii) Anything herein or in any other Loan Transaction Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Transaction Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution set forth in Section 2(b)). (ciii) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender Purchasers hereunder. (div) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligationsfull. (ev) No payment made by the BorrowerCompany, the Guarantor Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Purchasers from the BorrowerCompany, the Guarantor Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and full. (vi) Notwithstanding anything to the Commitments are terminatedcontrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantor is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantor shall only be liable for making the Purchasers whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (a) The Guarantor hereby Subject to the provisions of Section 2(b), each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees guarantees, as primary obligor and not merely as surety, to the Administrative Collateral Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assignsSecured Parties, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration required prepayment, acceleration, demand or otherwise) of the ObligationsObligations of anyone other than such Guarantor (including amounts that would become due but for operation of the automatic stay under 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)). (b) Anything herein or in any other Loan Credit Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Credit Documents shall in no event exceed the amount which that can be guaranteed by the such Guarantor under the Bankruptcy Code or any applicable federal and state laws relating to fraudulent conveyances, fraudulent transfers or the insolvency of debtors. (c) The Each Guarantor further agrees to pay any and all expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the Collateral Agent or any other Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantee. (d) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 Guarantee or affecting the rights and remedies of the Administrative Collateral Agent or any Lender other Secured Party hereunder. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment or payments made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Collateral Agent , the Administrative Agent or any Lender other Secured Party from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder hereunder, which shall, notwithstanding any such payment (or payments, other than any payment payments made by the such Guarantor in respect of the Obligations or any payment payments received or collected from the such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the such Guarantor hereunder until the Obligations under the Credit Documents are paid in full and the Commitments thereunder are terminated. (f) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Collateral Agent or any other Secured Party on account of its li- ability hereunder, it will notify the Collateral Agent in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) The Guarantor hereby unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the each Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (ba) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal Federal and state laws relating to the insolvency of debtors. (cb) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (dc) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower Borrowers may be free from any Obligations. (ed) No payment made by the any Borrower, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the any Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Collateral Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative any Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative any Agent or any Lender from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are paid in full full, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, Managing Facility Agent for the ratable benefit of the Lenders, Managing Facility Agent and their respective successors, indorsees, transferees and assigns, the Purchasers the prompt and complete payment and performance by the Borrower Seller, the Servicer and RAC when due (whether at the stated maturity, by acceleration maturity or otherwise) of the Obligations. Such guarantee shall be a guarantee of payment. (b) Anything herein or in The Guarantor further unconditionally and irrevocably covenants and agrees with the Managing Facility Agent for the ratable benefit of the Managing Facility Agent and the Purchasers that the Guarantor will cause each of the Seller, the Servicer and RAC duly and punctually to perform and observe all of their respective terms, conditions, covenants, agreements and indemnities under the Purchase Agreement and the Repurchase Agreement, including but not limited to the obligations of the Seller pursuant to subsection 2.6 and 2.10 of the Purchase Agreement and the obligations of RAC pursuant to Sections 2 and 3 of the Repurchase Agreement, and any other Loan Document to document executed and delivered by the contrary notwithstandingSeller, the maximum liability of Servicer or RAC in connection therewith, strictly in accordance with the terms thereof, and that if for any reason whatsoever the Seller, the Servicer or RAC shall fail so to perform and observe such terms, conditions, covenants, agreements and indemnities, the Guarantor hereunder will duly and under punctually perform and observe the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtorssame. (c) The Guarantor further agrees that to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Managing Facility Agent or any Lender hereunderPurchaser in enforcing or preserving any of their rights under this Guarantee. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminatedagrees that whenever, notwithstanding that at any time, or from time to time during time, it shall make any payment to the term Managing Facility Agent or any Purchaser on account of its liability hereunder, it will notify the Managing Facility Agent and such Purchaser, if applicable, in writing that such payment is made under this Agreement the Borrower may be free from any Obligations. (e) Guarantee for such purpose. No payment or payments made by the BorrowerSeller, the Guarantor Servicer, RAC or any other Person or received or collected by the Administrative Managing Facility Agent or any Lender Purchaser from the BorrowerSeller, the Guarantor Servicer, RAC or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations)payments, remain liable for the Obligations up to the maximum liability of the Guarantor hereunder continue until the Obligations are paid in full and the Commitments are terminated. This Guarantee shall remain in full force and effect until the Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto the Seller, the Servicer and/or RAC may be free from any Obligations. (e) Notwithstanding anything herein to the contrary, the Guarantor, in lieu of paying or depositing the amount required to repurchase any Purchased Receivable pursuant to the Purchase Agreement or the Repurchase Agreement, may purchase such Receivable directly from the Purchasers in accordance with the provisions of the Purchase Agreement or the Repurchase Agreement, as the case may be, for repurchases as if the Guarantor were the Seller or RAC thereunder.

Guarantee. 6.1 In consideration of SLL agreeing to enter into this Agreement with you, we may require you to provide a Guarantor or Guarantors (being person(s) who are acceptable to us). In such event the Guarantors will jointly and severally and unconditionally and irrevocably: (a) guarantee, to SLL as principal obligor(s), and not merely as a surety/sureties, by way of a continuing obligation, the due and punctual compliance by the Lessee with each of the Lessee’s obligations, including the payment of all amounts payable by the Lessee, under, or in connection with, this Agreement; and (b) indemnify SLL from and against any liability of the Lessee directly or indirectly arising by reason of: (i) any obligation of the Lessee (including any obligation to pay money) being or becoming void, voidable or unenforceable; or (ii) the Lessee failing to pay any amount payable under, or to perform any obligation under, this Agreement. 6.2 The Guarantor hereby unconditionally guarantee and irrevocablythe indemnity in clause 6.1 shall respectively: (a) constitute obligations separate and independent from each other and from the other obligations under this Agreement; and (b) give rise to separate and independent causes of action. 6.3 No release, guarantees delay, granting of time, forbearance, compromise or any other indulgence given by SLL to the Administrative AgentLessee, or amendment, alteration, compounding, compromise, release, abandonment, waiver or other variation of any of the provisions of this Agreement, or any other thing by which any of the Guarantor(s) would have been released, if the Guarantor(s) had been surety only or otherwise, shall discharge, release, prejudice or affect the liability of any of the Guarantor(s) as guarantor(s) or indemnifier(s). 6.4 As between the Guarantor(s) and SLL, the Guarantor(s) may for all purposes be treated as the ratable Lessee, and SLL shall be under no obligation to take any proceedings against the Lessee or exhaust any of the Lessee’s, powers or remedies against the Lessee before pursuing or enforcing this guarantee and indemnity against any of the Guarantor(s). 6.5 The Guarantor(s): (a) shall not claim in the liquidation of the Lessee in competition with SLL; (b) shall not exercise any right of subrogation or contribution, require marshalling, or claim the benefit of any security now or in the Lendersfuture held by SLL; (c) authorises SLL to claim in the Lessee’s liquidation for all debts owing to the Guarantor(s); (d) waives in favour of SLL all its/their rights against SLL or the Lessee (or both) to the extent necessary to give effect to the provisions of this section 6; and (e) to the fullest extent permitted by law, and their respective successorswaive(s) such of the rights of the Guarantor(s) as surety or indemnifier (legal, indorseesequitable, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration statutory or otherwise) of the Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount be inconsistent with any of the liability provisions of this guarantee and indemnity. 6.6 The obligations of the Guarantor hereunder without impairing Guarantor(s) under this guarantee and indemnity shall not be conditional, contingent or dependent upon the guarantee contained in this Section 7 validity or affecting the rights and remedies enforceability of the Administrative Agent obligations of any other person, and shall be and remain binding notwithstanding that any other person has not executed, or any Lender hereunderproperly executed, this Agreement or given this guarantee and indemnity. (d6.7 The obligations of the Guarantor(s) The under this guarantee contained in this Section 7 and indemnity shall remain in full force and effect until all amounts payable by the Obligations (Lessee under this Agreement have been paid and until all other than contingent indemnification obligations for which no claim has imposed on the Lessee have been made) and complied with. Such obligations shall not be reduced or affected by the obligations death, insolvency, liquidation or dissolution of the Guarantor under Lessee or the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (eGuarantor(s) No payment made by the Borrower, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminatedthem.

Guarantee. (a) The Guarantor Parent Borrower hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Subsidiary Obligations. As used in this Article IX, the term “Lenders” includes affiliates of Lenders which are parties to any Specified Cash Management Agreements or Specified Swap Agreements. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) The Guarantor Parent Borrower agrees that the Subsidiary Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor Parent Borrower hereunder that would exist in the absence of this Article IX without impairing the guarantee contained in this Section 7 Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (dc) The guarantee contained in this Section 7 This Guarantee shall remain in full force and effect until all the Subsidiary Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement Guarantee the Borrower Subsidiary Borrowers may be free from any Subsidiary Obligations. (ed) No payment made by the any Borrower, the Guarantor any Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the any Borrower, the Guarantor any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Subsidiary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor Parent Borrower hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor Parent Borrower in respect of the Subsidiary Obligations or any payment received or collected from the Guarantor Parent Borrower in respect of the Subsidiary Obligations), remain liable for the Subsidiary Obligations up to the maximum liability of the Guarantor hereunder until the Subsidiary Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Collateral Agent, for its benefit and the ratable benefit of the Lenders, other Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. It is the intent of each Guarantor that the guaranty set forth herein shall be a guaranty of payment and not a guaranty of collection. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating law, including applicable Debtor Relief Laws (after giving effect to the insolvency right of debtorscontribution established in Section 2.2). (c) The Each Guarantor agrees that the total amount of the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Collateral Agent or any Lender other Secured Party hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Obligations earlier to occur of (other than contingent indemnification obligations for which no claim has been madei) and the obligations date of the satisfaction of the Termination Conditions or (ii) as to any Guarantor, the sale or other disposition of all of the Capital Stock of such Guarantor permitted under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any ObligationsCredit Agreement. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any Lender other Secured Party from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of any of the Obligations or any payment received or collected from the such Guarantor in respect of any of the Obligations), remain liable for each of the Obligations up to the maximum liability of the such Guarantor hereunder until the Obligations are paid earlier to occur of (i) the date of the satisfaction of the Termination Conditions or (ii) the sale or other disposition of all of the Capital Stock of such Guarantor permitted under the Credit Agreement. (f) The guarantee contained in this Section 2 is a primary and original obligation of each Guarantor, is not merely the creation of a surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and the Commitments are terminatedeffect without respect to future changes in conditions.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Tranche A Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Tranche A Obligations. (b) Anything herein or in any other Loan Fundamental Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Fundamental Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Tranche A Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Tranche A Lender hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Tranche A Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding and the Tranche A Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Tranche A Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Tranche A Lender from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Tranche A Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Tranche A Obligations or any payment received or collected from the such Guarantor in respect of the Tranche A Obligations), remain liable for the Tranche A Obligations up to the maximum liability of the such Guarantor hereunder until the Tranche A Obligations are paid in full in cash, no Letter of Credit shall be outstanding and the Tranche A Commitments are terminated.

Guarantee. (a) The Guarantor Each of CFC and CHL (each, a “Guarantor”) hereby unconditionally and irrevocably, irrevocably guarantees to the Managing Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower other (with respect to such Guarantor, the “Guaranteed Borrower”) when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of the Guaranteed Borrower hereunder (with respect to such Guarantor, the “Borrower Obligations”). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 8.02). (c) The Each Guarantor agrees that the Borrower Obligations of its Guaranteed Borrower may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 Article VIII or affecting the rights and remedies of the Managing Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 Article VIII shall remain in full force and effect until until, subject to reinstatement pursuant to Section 8.05, all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) of the relevant Guaranteed Borrower and the obligations of the each Guarantor under the guarantee contained in this Section 7 Article VIII shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the such Guaranteed Borrower may be free from any Borrower Obligations. (e) No payment made by the a Guaranteed Borrower, the Guarantor a Guarantor, any other guarantor or any other Person or received or collected by the Managing Administrative Agent or any Lender from the such Guaranteed Borrower, the Guarantor such Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations of such Guaranteed Borrower shall be deemed to modify, reduce, release or otherwise affect the liability of the relevant Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations of the relevant Guaranteed Borrower or any payment received or collected from the such Guarantor in respect of the such Borrower Obligations), remain liable for the Borrower Obligations of such Guaranteed Borrower up to the maximum liability of the such Guarantor hereunder until until, subject to reinstatement pursuant to Section 8.05, the Borrower Obligations are paid in full and the Commitments are terminated.

Guarantee. 6.1 The Guarantor guarantees to the Beneficiary that the Building Contractor will observe and perform the obligations on its part contained in this Deed and that in the case of any default the Guarantor will on demand by the Beneficiary perform and observe the obligations in respect of which the Contractor is in default and will be responsible to the Beneficiary for all losses, damages, costs and expenses thereby suffered or incurred by the Beneficiary PROVIDED THAT: (a) The Guarantor hereby unconditionally and irrevocably, guarantees to no alterations in the Administrative Agent, for terms of or termination of or under the ratable benefit Contract or in the extent or nature of the Lenders, Works and their respective successors, indorsees, transferees and assigns, no neglect or forbearance on the prompt and complete payment and part of the Beneficiary in endeavouring to enforce the performance of observance of the said obligations or any extra time allowed in respect thereof or any compromise or arrangements made by the Borrower when due Beneficiary with the Contractor (whether at with or without the stated maturity, by acceleration Guarantor’s consent) shall release or otherwise) exonerate the Guarantor or in any way prejudice the rights and remedies of the Obligations.Beneficiary under this clause; and (b) Anything herein or the Guarantor’s liability in any other Loan Document to respect of this guarantee will not be greater than the contrary notwithstanding, the maximum liability of the Guarantor hereunder and Contractor under the other Loan Documents shall this Deed in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtorseither extent or duration. (c) 6.2 The Guarantor agrees covenants with the Beneficiary that if the Obligations may at any time Contractor goes into liquidation and from time to time exceed the amount of liquidator shall disclaim the Contract or this Deed the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all as if such disclaimer had not occurred. 6.3 For the Obligations (other than contingent indemnification obligations for which no claim has been made) benefit of the Beneficiary and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment made by the BorrowerContractor, the Guarantor waives any right or remedy that it has or may have to subrogation, indemnification or payment on any other Person or received or collected basis by the Administrative Agent or any Lender from the Borrower, the Guarantor or Contractor and any other Person remedy against the Contractor (each a “Relevant Right”) by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction reason of or in payment connection with the performance of the Obligations shall be deemed to modifyGuarantor’s obligations under this Warranty in circumstances where the Contractor promotes, reduceenters into, release or otherwise affect the liability implements a voluntary arrangement (as defined in section 1(1) of the Guarantor hereunder which shall, notwithstanding any such payment Insolvency ▇▇▇ ▇▇▇▇ or equivalent legislation in another jurisdiction (other than any payment made by as the Guarantor case may be)) or formal scheme of arrangement (under Part 26 of the Companies ▇▇▇ ▇▇▇▇ or equivalent legislation in another jurisdiction (as the case may be)). Damages shall not be an adequate remedy for the Employer or the Contractor in respect of the Obligations or any payment received or collected from the Guarantor in respect a breach of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full this clause and the Commitments are terminatedparties shall consent to any application brought by the Employer or the Contractor for injunctive relief to prevent any such Relevant Right being enforced.]

Guarantee. (a) The Guarantor hereby unconditionally and irrevocably5.1 In consideration of Sellers entering into this Agreement, TMW guarantees to Sellers the Administrative Agentdue and punctual performance and observance by Buyer and MSP of all their obligations, for the ratable benefit commitments, undertakings, warranties and covenants under or pursuant to this Agreement. The liability of the Lenders, and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance TMW under this Article 5.1 shall not be released or diminished by the Borrower when due any variation of terms (whether at the stated maturity, by acceleration of this Agreement or otherwise) or by Sellers’ failure or delay in seeking performance of the ObligationsBuyer’s and/or MSP’ obligations hereby imposed or any granting of time for such performance. 5.2 If Buyer and/or MSP default in the performance of any obligation or liability arising under or pursuant to this Agreement, TMW shall perform (bor procure performance of) Anything herein and satisfy (or in procure the satisfaction of) such obligation or liability so as to ensure Sellers receive the full benefit of this Agreement. TMW waives any other Loan Document rights which it may have to require Sellers to proceed first against or claim payment from Buyer and/or MSP to the contrary notwithstandingintent that TMW shall be liable as principal obligor as if it has entered all undertakings, agreements and other obligations jointly and severally with Buyer and/or MSP. 5.3 This guarantee is a continuing security to Sellers for all Buyer’s and/or MSP’s obligations, commitments, warranties, undertakings, indemnities and covenants pursuant to this Agreement and shall not be satisfied, discharged or affected by a change in the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to constitution or control of, or the insolvency of debtorsor winding-up or analogous proceeding relating to, Buyer and/or MSP. (c) The Guarantor 5.4 TMW agrees that any obligation expressed to be undertaken by Buyer and/or MSP under this Agreement which may not be enforceable against or recoverable from the Obligations may at Buyer or MSP by reason of any time and legal limitation, disability or incapacity shall nevertheless be enforceable against or recoverable from time TMW as though the same has been incurred by TMW. 5.5 TMW’s liability under Article 5.1 shall not be affected by any arrangements which Sellers make with the Buyer and/or MSP or with another person which (but for this Article 5.5) might operate to time exceed the amount of diminish or discharge the liability of or otherwise provide a defence to a surety. 5.6 This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which Sellers may now or in the Guarantor hereunder without impairing future have for the guarantee contained in this Section 7 or affecting the rights performance and remedies observance of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 shall remain in full force obligations, commitments, undertakings, covenants, indemnities and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations warranties of the Guarantor Buyer and/or MSP under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment made by the Borrower, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminatedconnection with this Agreement.

Guarantee. (a) The CME Guarantor hereby unconditionally unconditionally, irrevocably and irrevocably, absolutely guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) This Guarantee shall remain in full force and effect until all amounts owing to the Administrative Agent and the Lenders by Borrower on account of the Obligations are paid in full and the Lenders’ commitments, if any, to make Loans under the Credit Agreement are terminated. (c) The CME Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent and such Lender in writing that such payment is made under this Guarantee for such purpose. (d) Anything herein or in any other Loan Credit Document to the contrary notwithstanding, the maximum liability of the CME Guarantor hereunder and under the other Loan Credit Documents shall in no event exceed the amount which can be guaranteed by the CME Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment or payments made by the Borrower, the CME Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor CME Guarantor, or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the CME Guarantor hereunder which who shall, notwithstanding any such payment or payments (other than any payment payments made by the CME Guarantor in respect of the Obligations or any payment payments received or collected from the CME Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the CME Guarantor hereunder until the Obligations are paid in full and the Commitments Lenders’ commitments, if any, to make Loans under the Credit Agreement are terminated.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lender and their its respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunderLender. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are paid in full and the Commitments are terminatedfull.

Guarantee. (a) The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assigns, Buyer the prompt and complete payment and performance of the Obligations by the Borrower Seller when due (whether at the stated maturity, by acceleration or otherwise) ), as the case may be, and agrees to indemnify and hold harmless Buyer from any and all claims, damages, losses, liabilities, costs and expenses that may be incurred by or asserted or awarded against Buyer, in each case relating to or arising out of the Obligations, as the case may be. (b) Anything herein or in any other Loan Document Subject to the contrary notwithstandingclauses (c) and (d) below, the maximum liability of the Guarantor hereunder and under the other Loan Repurchase Documents shall in no event exceed twenty-five percent (25%) of the amount which can be guaranteed by then-current aggregate outstanding Repurchase Price due and payable from Seller to Buyer under the Guarantor under applicable federal and state laws relating to the insolvency of debtorsRepurchase Agreement. (c) The Guarantor agrees that Notwithstanding the foregoing, the limitation on recourse liability as set forth in subsection (b) above SHALL BECOME NULL AND VOID and shall be of no further force and effect and the Obligations may at immediately shall become fully recourse to Seller and Guarantor, jointly and severally, in the event of any time and from time to time exceed the amount of the liability following: (i) a voluntary bankruptcy or insolvency proceeding is commenced by Seller under the Bankruptcy Code or any similar federal or state law; and (ii) an involuntary bankruptcy or insolvency proceeding is commenced against Seller or Guarantor in connection with which Seller, Guarantor, or any Affiliate of any of the Guarantor hereunder without impairing foregoing has or have colluded in any way with the guarantee contained in this Section 7 creditors commencing or affecting the rights and remedies of the Administrative Agent or any Lender hereunderfiling such proceeding. (d) The guarantee Notwithstanding the foregoing, the limitation on recourse liability as set forth in subsection (b) above shall not be applicable to, and Guarantor shall be fully liable for, any and all actual losses, costs, claims, damages or other liabilities incurred or suffered by Buyer to the extent resulting from any of the following: (i) fraud or intentional misrepresentation by Seller, Guarantor or any other Affiliate of Seller or Guarantor in connection with the execution and the delivery of this Guarantee, the Repurchase Agreement, or any of the other Repurchase Documents, or any certificate, report, financial statement or other instrument or document furnished to Buyer at the time of the closing of the Repurchase Agreement or during the term of the Repurchase Agreement; (ii) any material breach of the separateness covenants contained in the Repurchase Agreement; and (iii) any material breach of any representations and warranties contained in any Repurchase Document including but not limited to any representations and warranties relating to Environmental Laws, or any indemnity for costs incurred in connection with the violation of any Environmental Law, the correction of any environmental condition, or the removal of any Materials of Environmental Concern, in each case in any way affecting Seller’s or any of its Affiliates’ properties or any of the Purchased Assets. (e) Nothing herein shall be deemed to be a waiver of any right which Buyer may have under Section 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code to file a claim for the full amount of the outstanding obligations under the Repurchase Agreement or to require that all collateral shall continue to secure all of the indebtedness owing to the Buyer in accordance with the Repurchase Agreement or any other Repurchase Documents. (f) Guarantor further agrees to pay any and all reasonable and documented expenses (including, without limitation, all reasonable fees and disbursements of external counsel) which may be paid or incurred by Buyer in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, Guarantor under this Section 7 Guarantee. This Guarantee shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) are fully satisfied and the obligations of the Guarantor under the guarantee contained paid in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminatedfull, notwithstanding that from time to time during the term of this Agreement the Borrower prior thereto Seller may be free from any Obligations. (eg) No payment or payments made by the Borrower, the Guarantor Seller or any other Person or received or collected by the Administrative Agent or any Lender Buyer from the Borrower, the Guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations)payments, remain liable for the amount of the Obligations up (subject to the maximum liability of the Guarantor hereunder limitations set forth in Section 2(b), if applicable) until the Obligations are paid in full and the Commitments are terminatedfull. (h) Guarantor agrees that whenever, at any time, or from time to time, Guarantor shall make any payment to Buyer on account of Guarantor’s liability hereunder, Guarantor will notify Buyer in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (ai) The Guarantor hereby hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Purchaser and their its respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. The Guarantor’s liability under this Guarantee shall be unlimited, open and continuous for so long as this Guarantee remains in force. (bii) Anything herein or in any other Loan Transaction Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Transaction Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution set forth in Section 2(b)). (ciii) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender Purchaser hereunder. (div) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligationsfull. (ev) No payment made by the BorrowerCompany, the Guarantor Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Purchaser from the BorrowerCompany, the Guarantor Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and full. (vi) Notwithstanding anything to the Commitments are terminatedcontrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantor is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantor shall only be liable for making the Purchaser whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (ai) The Guarantor hereby Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees guarantee to the Administrative Agent, for the ratable benefit of the Lenders, Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. The Guarantors’ liability under this Guarantee shall be unlimited, open and continuous for so long as this Guarantee remains in force. (bii) Anything herein or in any other Loan Transaction Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Transaction Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution set forth in Section 2(b)). (ciii) The Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender Purchasers hereunder. (div) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligationsfull. (ev) No payment made by the BorrowerCompany, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Purchasers from the BorrowerCompany, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Obligations or any payment received or collected from the such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the such Guarantor hereunder until the Obligations are paid in full and full. (vi) Notwithstanding anything to the Commitments are terminatedcontrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Purchasers whole on a monetary basis for the Company’s failure to perform such Obligations in accordance with the Transaction Documents.

Guarantee. (a) The 10.1 In consideration of the Vendors agreeing to sell the Shares to the Purchaser on the terms set out in this Agreement, the Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for Vendors the ratable benefit due and punctual performance and observance by the Purchaser of the LendersPurchaser’s obligations, commitments and undertakings under or pursuant to this Agreement and each other Transaction Document (the “Guaranteed Obligations”), and their respective successors, indorsees, transferees and assigns, agrees to indemnify the prompt and complete payment and performance Vendors on an after-Tax basis for any failure by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) Purchaser to perform any of the Guaranteed Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum . The liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment made by the Borrower, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Guaranteed Obligations shall not be released or diminished by any variation of the terms of this Agreement or any payment other Transaction Document (whether or not agreed by the Guarantor), any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. 10.2 If and whenever the Purchaser defaults for any reason whatsoever in the performance of any Guaranteed Obligation, the Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure satisfaction of) the Guaranteed Obligation to which such default relates in the manner prescribed by this Agreement or the relevant Transaction Document and so that the same (but no greater) benefits shall be conferred on the Vendors as would have been received if such Guaranteed Obligation had been duly performed and satisfied by the Purchaser. 10.3 This guarantee is to be a continuing guarantee and, accordingly, is to remain in force until all of the Guaranteed Obligations shall have been performed or collected satisfied by the Purchaser or the Guarantor, regardless of the legality, validity or enforceability of any provisions of this Agreement and notwithstanding the winding-up, liquidation, dissolution or other incapacity of the Purchaser or any change in the status, control or ownership of the Purchaser. This guarantee is in addition to, without limiting and not in substitution for, any rights or security which the Vendors may now or after the date of this Agreement have or hold for the performance and observance of the Guaranteed Obligations. 10.4 As a separate and independent stipulation, the Guarantor agrees that any of the Guaranteed Obligations which may not be enforceable against or recoverable from the Purchaser by reason of any legal limitation, disability or incapacity on or of the Purchaser or any fact or circumstance (other than any limitation imposed by this Agreement) shall nevertheless be enforceable against and recoverable from the Guarantor as though the same had been incurred by the Guarantor and the Guarantor were the sole or principal obligor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of thereof and shall be performed or paid by the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminatedon demand.

Guarantee. (a) The Guarantor hereby hereby, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) Anything Notwithstanding anything herein or in any other Loan Document to the contrary notwithstandingcontrary, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) The Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) which may be paid or incurred by the Agent, on behalf of the Lenders, in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under this Article 13. (d) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder under this Article 13 without impairing the guarantee contained in this Section 7 Article 13 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations Agent, on behalf of the Guarantor under the guarantee contained in Lenders, pursuant to this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any ObligationsArticle 13. (e) No Except as required by applicable law, no payment or payments made by the Borrower, the Guarantor Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder under this Article 13 which shall, notwithstanding any such payment (or payments other than any payment payments made by the Guarantor in respect of the Obligations or any payment payments received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder under this Article 13 until the Obligations (excluding from such Obligations and the obligations of the Guarantor under this Article 13 any contingent indemnity or similar obligations that expressly survive repayment or termination of the Loan Documents) are paid in full and the Commitments are terminated. (f) The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Agent on account of its liability under this Article 13, it will notify the Agent in writing that such payment is made under this Article 13 for such purpose.

Guarantee. (a) The Guarantor hereby unconditionally and irrevocablyGuarantor, guarantees to the Administrative Agent, for the ratable benefit in consideration of the Lenders, and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether Supplier having entered into this Agreement at the stated maturityGuarantor’s request: (i) guarantees that the Customer will perform all its obligations under this Agreement; (ii) guarantee that the Customer will comply with all relevant laws and regulations when fabricating stones; (iii) must pay on demand any amount which the Supplier is entitled to recover from the Customer; and (iv) indemnifies the Supplier against all losses, by acceleration costs, damages and legal expenses (on a full indemnity basis) (“Loss”) resulting from the Supplier having entered into this Agreement whether from the Customer’s failure to perform its obligations under this Agreement or otherwise) of being or becoming unenforceable against the ObligationsCustomer. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum The liability of the Guarantor hereunder and under will not be affected by: (i) the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating Supplier granting to the insolvency Customer or a Guarantor time or any other indulgence, or agreeing not to sue the Customer or another Guarantor; (ii) failure by any Guarantor to sign this Agreement; (iii) assignment or variation of debtorsthis Agreement. (c) The Guarantor agrees that that: (i) the Obligations Supplier may at any time retain all money received including dividends from the Customer’s bankrupt estate, and from time need allow the Guarantor a reduction in its liability under this guarantee only to time exceed the extent of the amount received; (ii) the Guarantor must not seek to recover money from the Customer to reimburse the Guarantor for payments made to the Supplier until the Supplier has been paid in full; (iii) the Guarantor must not prove in the bankruptcy or winding up of the liability of Customer for any amount which the Supplier has demanded from the Guarantor; and (iv) the Guarantor hereunder without impairing must pay the guarantee contained Supplier all money which the Supplier refunds to the Customer’s liquidator or trustee in this Section 7 or affecting bankruptcy as preferential payments received from the rights and remedies of the Administrative Agent or any Lender hereunderCustomer. (d) The guarantee contained in If any of the Customer’s obligations are unenforceable against the Customer, then this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) clause is to operate as a separate indemnity and the obligations Guarantor indemnifies the Supplier against all Loss resulting from the Supplier’s inability to enforce performance of those obligations. The Guarantor must pay the Supplier upon demand the amount of the Guarantor under Loss resulting from the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligationsunenforceability. (e) No payment made by the BorrowerIf there is more than one (1) Guarantor, the Guarantor or this guarantee binds them separately, together and in any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminatedcombination.

Guarantee. (a) The 11.1 In consideration of the Seller entering into this Agreement, the Purchaser Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative AgentSeller the due and punctual performance and observance by the Purchaser of all its obligations, commitments, undertakings and warranties undertaken or expressed to be undertaken under or pursuant to this Agreement to which it is party including the payment of court-awarded damages for breach of those obligations, commitments, undertakings and warranties along with any court-awarded legal costs arising from claiming for such damages (the “Guaranteed Obligations”). 11.2 If and whenever the Purchaser defaults for any reason whatsoever in the performance of any of the Guaranteed Obligations, the Purchaser Guarantor shall forthwith, upon demand, unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Guaranteed Obligations in regard to which such default has been made in the manner prescribed by this Agreement and so that the same benefits shall be conferred on the Seller as it would have received if the Guaranteed Obligations had been duly performed and satisfied by the Purchaser. 11.3 This guarantee is to be a continuing guarantee and, accordingly, is to remain in force until all the Guaranteed Obligations shall have been performed or satisfied notwithstanding the winding up, liquidation, dissolution or other incapacity of the Purchaser. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Seller may now or hereafter have or hold for the ratable benefit performance and observance of the Lenders, Guaranteed Obligations. 11.4 As a separate and their respective successors, indorsees, transferees and assignsindependent stipulation, the prompt Purchaser Guarantor agrees that any of the Guaranteed Obligations (including any moneys payable) which may not be enforceable against or recoverable from the Purchaser by reason of any legal limitation, disability or incapacity on or of the Purchaser or the dissolution, amalgamation, reconstruction or reorganisation of the Purchaser or any other fact or circumstance (other than any limitation imposed by this Agreement) shall nevertheless be enforceable against and complete payment and performance recoverable from the Purchaser Guarantor as though the same had been incurred by the Borrower when due Purchaser Guarantor and the Purchaser Guarantor were the sole or principal obligor in respect thereof and shall be performed or paid by the Purchaser Guarantor on demand. 11.5 The liability of the Purchaser Guarantor under this clause 11 shall not be affected, impaired, reduced or released by: (a) any variation of the terms of the Guaranteed Obligations (whether at or not agreed by the stated maturity, by acceleration or otherwise) of the Obligations.Purchaser); (b) Anything herein any forbearance, neglect or delay in any other Loan Document to the contrary notwithstanding, the maximum liability seeking performance of the Guarantor hereunder and under the other Loan Documents shall Guaranteed Obligations or any granting of time for, or waiver in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors.relation to, such performance; (c) The Guarantor agrees that any change in the Obligations may at any time and from time to time exceed the amount status, control or ownership of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder.Purchaser; (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations.insolvency or similar proceedings; or (e) No payment made by the Borrower, the Guarantor or any other Person fact or received event which in the absence of this provision would or collected by the Administrative Agent might constitute or any Lender from the Borrower, the Guarantor afford a legal or any other Person by virtue of any action equitable discharge or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up a defence to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminateda guarantor.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Credit Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Credit Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are paid in full full, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) 9.1.1 The Guarantor Borrower and each of the Guarantors hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Administrative Agent and the Lenders and each of their respective permitted successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) Anything herein or in any other Loan Document to , provided, however, that each of the contrary notwithstanding, Guarantors shall be jointly and severally liable under this Article for the maximum amount of such liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which that can be guaranteed by the Guarantor hereby incurred without rendering this Guarantee, as it relates to such Guarantor, voidable under applicable federal and state laws law relating to the insolvency fraudulent conveyance or fraudulent transfer, and not for any greater amount. This is a guarantee of debtors. (c) The Guarantor agrees that the Obligations may at any time payment and from time to time exceed the amount of not collection and the liability of the Borrower and each Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights is primary and remedies of the Administrative Agent or any Lender hereundernot secondary. (d) 9.1.2 The guarantee contained in this Section 7 Article shall remain in full force and effect until at all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligationstimes when Loans are outstanding. (e) 9.1.3 No payment made by the Borrower, the any Guarantor or any other Person Person, or received or collected by the Administrative any Agent or any Lender from the Borrower, the any Guarantor or any other Person Person, by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall shall, except to the extent of such payment, be deemed to modify, reduce, release or otherwise affect the liability of the Borrower or such Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Borrower or such Guarantor in respect of the Obligations or any payment received or collected from the Borrower or such Guarantor in respect of the Obligations), remain liable for the Obligations up (except to the extent of such payment). 9.1.4 The Borrower and each Guarantor hereby unconditionally and irrevocably agree that in the event any payment shall be required to be made to any Agent or any Lender hereunder or under any other guaranty, the Borrower or such Guarantor will contribute, to the maximum liability extent permitted by law, such amounts to each other Guarantor or Borrower so as to maximize the aggregate amount paid to such Agent or Lender under or in respect of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminatedLoan Documents.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assignsSecured Parties, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of the ObligationsBorrower Obligations owed to the Secured Parties. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which that can be guaranteed by the such Guarantor under applicable law, including applicable federal and state laws relating to the insolvency of debtors; provided that, to the maximum extent permitted under applicable law, it is the intent of the parties hereto that the rights of contribution of each Guarantor provided in Subsection 2.2 be included as an asset of the respective Guarantor in determining the maximum liability of such Guarantor hereunder. (c) The Each Guarantor agrees that the Borrower Obligations guaranteed by it hereunder may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender other Secured Party hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until the earliest to occur of (i) the first date on which all the Loans, all other Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) then due and owing, and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 then due and owing shall have been satisfied by payment in full in cash and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Borrower Obligations, (ii) as to any Guarantor, the sale or other disposition of all of the Capital Stock of such Guarantor (to a Person other than the Borrower or a Restricted Subsidiary) that is permitted under the Credit Agreement and (iii) the designation of such Guarantor as an Unrestricted Subsidiary. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender other Secured Party from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of any of the Borrower Obligations), remain liable for the Borrower Obligations guaranteed by it hereunder up to the maximum liability of the such Guarantor hereunder until the earliest to occur of (i) the first date on which all the Loans and all other Borrower Obligations then due and owing, are paid in full in cash and the Commitments are terminated, (ii) the sale or other disposition of all of the Capital Stock of such Guarantor (to a Person other than the Borrower or a Restricted Subsidiary) that is permitted under the Credit Agreement and (iii) the designation of such Guarantor as an Unrestricted Subsidiary.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsBorrower Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Subject to Section 2(b), each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are paid in full full, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. 7.1 The Original Guarantor hereby irrevocably and unconditionally and on a joint and several basis with each company which becomes an Additional Guarantor from time to time, and notwithstanding the release of any other Guarantor or any other person under the terms of any composition or arrangement with any creditors of the Issuer or any other Guarantor or any Subsidiary of the Issuer or any Guarantor, guarantee to the Trustee: (a) The Guarantor hereby unconditionally the due and irrevocably, guarantees to punctual payment in accordance with the Administrative Agent, for the ratable benefit provisions of these presents of the Lenders, principal of and their respective successors, indorsees, transferees interest on all Notes and assigns, the prompt and complete payment and performance of any other amounts payable by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.Issuer under these presents; and (b) Anything herein the due and punctual performance and observance by the Issuer of each of the other provisions of these presents on the Issuer's part to be performed or in observed. 7.2 If the Issuer fails for any reason whatsoever punctually to pay any such principal, interest or other Loan Document to the contrary notwithstandingamount, the maximum liability of the Original Guarantor hereunder shall on a joint and under the several basis with each other Loan Documents shall in no event exceed the amount company which can be guaranteed by the becomes an Additional Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) The Guarantor agrees that the Obligations may at any time and from time to time exceed cause each and every such payment to be made as if the Original Guarantor instead of the Issuer were expressed to be the primary obligor under these presents and not merely as surety (but without affecting the nature of the Issuer's obligations) to the intent that the holder of the relevant Note or Coupon or the Trustee (as the case may be) shall receive the same amounts in respect of principal, interest or such other amount as would have been receivable had such payments been made by the Issuer. 7.3 If any payment received by the Trustee or any Noteholder or Couponholder under the provisions of these presents shall (whether on the subsequent bankruptcy, insolvency or corporate reorganisation of the Issuer or, without limitation, on any other event) be avoided or set aside for any reason, such payment shall not be considered as discharging or diminishing the liability of the Original Guarantor hereunder without impairing and this guarantee shall continue to apply as if such payment had at all times remained owing by the guarantee contained Issuer and the Original Guarantor shall indemnify the Trustee and the Noteholders and/or and/or Couponholders (as the case may be) in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and respect thereof PROVIDED THAT the obligations of the Issuer and/or the Original Guarantor under this subclause shall, as regards each payment made to the guarantee contained Trustee or any Noteholder or Couponholder which is avoided or set aside, be contingent upon such payment being reimbursed to the Issuer or other persons entitled through the Issuer. 7.4 The Original Guarantor hereby agrees that its obligations under this clause shall be unconditional and that the Original Guarantor shall be fully liable irrespective of the validity, regularity, legality or enforceability against the Issuer of, or of any defence or counter-claim whatsoever available to the Issuer in this Section 7 shall relation to, its obligations under these presents, whether or not any action has been taken to enforce the same or any judgment obtained against the Issuer, whether or not any of the other provisions of these presents have been satisfied modified, whether or not any time, indulgence, waiver, authorisation or consent has been granted to the Issuer by payment in full and or on behalf of the Commitments shall be terminatedNoteholders or the Couponholders or the Trustee, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from whether or not any Obligations. (e) No payment determination has been made by the BorrowerTrustee pursuant to subclause 19.1, whether or not there have been any dealings or transactions between the Guarantor Issuer, any of the Noteholders or Couponholders or the Trustee, whether or not the Issuer has been dissolved, liquidated, merged, consolidated, bankrupted or has changed its status, functions, control or ownership, whether or not the Issuer has been prevented from making payment by foreign exchange provisions applicable at its place of registration or incorporation and whether or not any other circumstances have occurred which might otherwise constitute a legal or equitable discharge of or defence to a Guarantor. Accordingly the validity of this guarantee shall not be affected by reason of any invalidity, irregularity, illegality or unenforceability of all or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations obligations of the Issuer under these presents and this guarantee shall not be deemed to modify, reduce, release or otherwise affect discharged nor shall the liability of the Original Guarantor hereunder which shallunder these presents be affected by any act, notwithstanding any such payment (other than any payment made by thing or omission or means whatever whereby its liability would not have been discharged if it had been the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminatedprincipal debtor.

Guarantee. (For the purposes of this clause 20 the following definition shall apply: a) The Guarantor hereby unconditionally Guaranteed obligations: all monies, debts and irrevocably, guarantees to the Administrative Agent, for the ratable benefit liabilities of the Lenders, and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) The Guarantor agrees that the Obligations may at any time and nature from time to time exceed due or owing from or incurred by the amount hirer to HML. b) In consideration of HML entering into this agreement, the guarantor guarantees to HML that whenever the hirer does not pay any of the guaranteed obligations as and when they fall due, the guarantor shall make due and punctual payment to HML on demand of the guaranteed obligations. c) If the guaranteed obligations are, or become, unenforceable, invalid or illegal, the guarantor agrees to indemnify and keep indemnified HML in full and on demand from and against all and any losses, costs and expenses suffered on incurred by HML arising out of, or in connection with, any failure of the hirer to perform or discharge the guaranteed obligations. d) The guarantor as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 19.2 agrees to indemnify and keep indemnified HML in full and on demand from and against all and any losses, costs and expenses suffered or incurred by HML arising out of, or in connection with, any failure of the Hirer to perform or discharge the guaranteed obligations. e) This guarantee is and shall at all times be a continuing security and shall cover the ultimate balance of all monies payable under this agreement, irrespective of any intermediate payment or discharge in full or in part of the Guaranteed Obligations. f) The liability of the Guarantor hereunder without impairing guarantor under this guarantee shall not be reduced, discharged or otherwise adversely affected by: i. HML will contact the guarantee contained in this Section 7 or affecting Hirer as soon as reasonably possible to notify the rights Hirer; and ii. HML’s obligations under the contract will be suspended and remedies the time for performance of HML’s obligations will be extended for the duration of the Administrative Agent event outside our control. Where the event outside our control affects HML’s delivery of products to the hirer, HML will arrange a new delivery date with the hirer after the event outside our control is over. g) The guarantor waives any right it may have to require HML (or any Lender hereunder. (dtrustee or agent on its behalf) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (to proceed against or enforce any other than contingent indemnification obligations right to claim for which no claim has been made) and the obligations of payment, against any person before claiming from the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligationsclause 20. (e) No payment made by the Borrower, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminated.

Guarantee. (a) The Subject to the terms and conditions set forth in this Agreement, Guarantor hereby unconditionally and irrevocably, (i) absolutely guarantees to the Administrative AgentCompany, as the primary obligor and not merely as surety, the due and punctual observance, payment, performance and discharge of the obligations of Parent and Purchaser pursuant to this Agreement including the due and punctual payment of all amounts which are or may become due and payable by Parent or Purchaser hereunder when and as the same shall become due and payable and (ii) acknowledges and agrees to take all actions necessary to satisfy Parent and the Surviving Corporation’s obligations with respect to Cashed Out Options and Cashed Out RSUs pursuant to Section 2.8 (the “Obligations”). In furtherance of the foregoing, Guarantor acknowledges that the Company may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the ratable benefit full amount of the LendersObligations, and their respective successors, indorsees, transferees and assignsregardless of whether any action is brought against Parent. To the fullest extent permitted by law, the prompt Guarantor hereby expressly and complete payment unconditionally waives any and all rights or defenses arising by reason of any law, promptness, diligence, notice of the acceptance of this guarantee and of the Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Obligation incurred and all other notices of any kind (other than notices required by this Agreement and defenses that are available to Parent and Purchaser). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits. The execution and delivery of this Agreement by the Guarantor and the performance by the Borrower when due (whether at Guarantor of its obligations contemplated hereby have been duly and validly authorized by all necessary corporate action on the stated maturity, by acceleration or otherwise) part of the Obligations. (b) Anything herein or in any Guarantor, and no other Loan Document to corporate proceedings on the contrary notwithstanding, the maximum liability part of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating are necessary to authorize this Agreement or to perform its obligations hereunder. Subject to the insolvency of debtors. (c) The Guarantor agrees that the Obligations may at any time terms and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term conditions of this Agreement the Borrower (as it may be free from any Obligations. (e) No payment made by the Borrowermodified, the Guarantor amended or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or waived from time to time in reduction accordance with its terms), the liabilities and obligations of or in payment of the Obligations Guarantor pursuant to this Agreement shall not be deemed to modifyreleased, reduce, release discharged or otherwise affect affected by (x) any modification, amendment, waivers or extensions under this Agreement (except to the liability extent of any such modification, amendment, waivers or extensions that is entered into without the prior consent of Guarantor) or (y) any change in the corporate existence, structure or ownership of Parent or Purchaser. Guarantor hereby waives any right, whether legal or equitable, statutory or non-statutory, to require any person to proceed against or take any action against or pursue any remedy with respect to Parent or Purchaser or any other person or make presentment or demand for performance or give any notice of nonperformance before the Company may enforce its rights hereunder which shallagainst Guarantor. For the avoidance of doubt, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up anything to the maximum liability of the Guarantor hereunder until the Obligations are paid contrary in full this Agreement, this Section 9.11 and the Commitments are terminatedguarantee contemplated hereby shall terminate in accordance with Section 8.2 upon a termination of this Agreement pursuant to Section 8.1.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assignsSecured Parties, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of the ObligationsBorrower Obligations owed to the Secured Parties. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which that can be guaranteed by the such Guarantor under applicable law, including applicable federal and state laws relating to the insolvency of debtors; provided that, to the maximum extent permitted under applicable law, it is the intent of the parties hereto that the rights of contribution of each Guarantor provided in Subsection 2.2 be included as an asset of the respective Guarantor in determining the maximum liability of such Guarantor hereunder. (c) The Each Guarantor agrees that the Borrower Obligations guaranteed by it hereunder may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender other Secured Party hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until the earlier to occur of (i) the first date on which all the Loans, any Reimbursement Obligations, all other Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) then due and owing, and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 then due and owing shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Borrower Obligations, (ii) as to any Guarantor, the sale or other disposition of all of the Capital Stock of such Guarantor (to a Person other than Holdings, the Borrower or a Restricted Subsidiary of either) that is permitted under the Credit Agreement or (iii) the designation of such Guarantor as an Unrestricted Subsidiary. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender other Secured Party from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of any of the Borrower Obligations), remain liable for the Borrower Obligations guaranteed by it hereunder up to the maximum liability of the such Guarantor hereunder until the earlier to occur of (i) the first date on which all the Loans any Reimbursement Obligations, and all other Borrower Obligations then due and owing, are paid in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) and the Commitments are terminated, (ii) the sale or other disposition of all of the Capital Stock of such Guarantor (to a Person other than Holdings, the Borrower or a Subsidiary of either) that is permitted under the Credit Agreement or (iii) the designation of such Guarantor as an Unrestricted Subsidiary.

Guarantee. (a) The Guarantor New Media hereby unconditionally and irrevocably, guarantees to each Holder of Notes and to the Administrative Agent, for the ratable benefit of the Lenders, Trustee and their respective successors, indorsees, transferees its successors and assigns, (i) the prompt full and complete punctual payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of all monetary obligations of the ObligationsCompany under the Indenture and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture. New Media further agrees that its obligations hereunder shall be unconditional, irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company (except to the extent such judgment is paid) or any waiver or amendment of the provisions of the Indenture or the Notes to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of New Media (except that such waiver or amendment shall be effective in accordance with its terms). (b) Anything herein or in any other Loan Document to the contrary notwithstandingNew Media further agrees that its Guarantee constitutes a guarantee of payment, the maximum liability performance and compliance and not merely of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtorscollection. (c) The Guarantor New Media further agrees that to waive presentment to, demand of payment from and protest to the Obligations may at any time Company of its Guarantee, and from time to time exceed also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the amount filing of claims with a court in the event of merger or bankruptcy of the liability Company, any right to require a proceeding first against the Company or any other Person, and all other defenses based on suretyship. The obligations of New Media shall not be affected by any failure or delay on the part of the Guarantor hereunder without impairing Trustee to exercise any right or remedy under the guarantee contained in this Section 7 Indenture or affecting the rights and remedies of the Administrative Agent or any Lender hereunderNotes. (d) The guarantee contained obligation of New Media to make any payment hereunder may be satisfied by causing the Company to make such payment. If any Holder of any Note or the Trustee is required by any court or otherwise to return to the Company or New Media or any custodian, trustee, liquidator or other similar official acting in this Section 7 relation to the Company or New Media any amount paid by either of them to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall remain be reinstated in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligationseffect. (e) No payment made by the Borrower, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Security Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Security Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full and the Commitments Loan Commitment shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Security Agent or any Lender from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are paid in full and the Commitments are Loan Commitment is terminated.

Guarantee. (a) The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Secured Parties and each of their respective successors, indorseesendorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and its Subsidiaries when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of the Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 Article II or affecting the rights and remedies of the Administrative Agent or any Lender Secured Party hereunder. (d) The Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to the Guarantor. The guarantee contained in this Section 7 Article II shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full full, and the Credit Agreement and the total Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower Credit Agreement, no Obligations may be free from any Obligationsoutstanding. (e) No payment made by the Borrower, the Guarantor any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender other Secured Party from the Borrower, the Guarantor any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full full, and the Credit Agreement and the total Commitments are terminated.

Guarantee. To induce the Company to enter into the Merger Agreement, the Limited Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to the Company, on the terms and conditions set forth herein, due and punctual payment, performance and discharge of the payment obligations or liabilities of each of Parent and Merger Sub under (a) The Guarantor hereby unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwiseSection 7.2(b) of the Obligations. Merger Agreement (the “Parent Fee Obligation”) and (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability last sentence of Section 5.10 and Section 7.2(d) of the Guarantor hereunder and under Merger Agreement (the other Loan Documents shall “Other Obligations”); provided that (a) in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of shall the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment made by the Borrower, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Limited Guarantor in respect of the Parent Fee Obligation exceed $28,050,000 (the “Cap”; the Parent Fee Obligation, as limited by the Cap, collectively with the Other Obligations, the “Obligations”), it being understood that the Company will not seek to enforce this Limited Guarantee with respect to the Parent Fee Obligation without giving effect to the Cap, (b) in no event shall Limited Guarantor be obligated to pay more than 85% of any Other Obligations arising under the last sentence of Section 5.10 and (c) Limited Guarantor’s obligation to pay under Section 7.2(d) shall be limited to its failure or any payment received delay to satisfy its portion of the Parent Fee Obligation) . In furtherance of the foregoing, the Limited Guarantor acknowledges that its liability under this Limited Guarantee shall extend to the Obligations and that the Company may, in its sole discretion, bring and prosecute a separate action or collected from actions against the Limited Guarantor in respect for the full amount of the Obligations), remain liable regardless of whether action is brought against Parent, Merger Sub or any other guarantor or Person, whether Parent, Merger Sub or any other Person is joined in any such action or actions or whether Parent, Merger Sub or any other Person were primarily responsible for causing the Obligations up to payment obligations of Parent, Merger Sub or the maximum liability of Limited Guarantor under the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminatedMerger Agreement.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are paid in full full, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) The Subject to the provisions of this Section 12.02, Guarantor hereby fully, unconditionally and irrevocably, irrevocably guarantees to the Administrative AgentCompany the due and punctual payment of (i) any and all amounts payable by Buyer pursuant to Article 2 or Article 9 or (ii) in the event Closing does not occur, for any monetary obligation of Buyer to the ratable benefit Company resulting from such failure to close (together with clause (i) immediately above, the “Guaranteed Obligation”). Guarantor hereby acknowledges that this guaranty of the Lenders, and their respective successors, indorsees, transferees and assigns, the prompt and complete Guaranteed Obligation shall be a guaranty of payment and performance by and not of collection and shall not be conditioned or contingent upon the Borrower when due (whether at the stated maturity, by acceleration or otherwise) pursuit of the Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) The remedies against Buyer. Guarantor agrees that (A) if Buyer fails to make any payments of the Guaranteed Obligations when due, such amount shall for purposes hereof, be immediately due and payable by Guarantor by wire transfer of immediately available funds to an account or accounts designated by the Company upon written notice from the Company to Guarantor demanding payment thereof and (B) the Company may at any time and from time to time exceed time, so long as Buyer has failed to pay the amount Guaranteed Obligation if due, take any and all actions available hereunder or under Applicable Law to collect the Guaranteed Obligation from Guarantor. Guarantor hereby waives diligence, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of Buyer, any right to require a proceeding first against Buyer, the benefit of discussion, protest or notice and all demands whatsoever, and covenants that this guaranty will not be discharged as to any obligation except by satisfaction of the liability Guaranteed Obligation in full. Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against Buyer that arise from the existence, payment, performance or enforcement of its obligations under this guaranty and this Agreement, including any right of reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Agent Company against Buyer or any Lender hereunder. (d) The guarantee contained collateral which the Company hereafter acquires, whether or not such claim, remedy or right arises in this Section 7 shall remain equity, or under contract, statute or common law, including the right to take or receive from Parent, directly or indirectly, in full force and effect until all the Obligations (cash or other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied property or by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment made by the Borrower, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation in any other manner, payment or application at security on account of such claim or other rights. To the fullest extent permitted by Applicable Law, the obligations of Guarantor hereunder shall not be affected by (a) the failure of a party to assert any time claim or demand or to enforce any right or remedy against Buyer pursuant to the provisions of this Agreement or otherwise, (b) any rescission, waiver, amendment or modification of, or any release from time to time any of the terms or provisions of this Agreement or the invalidity or unenforceability (in reduction of whole or in payment part) of this Agreement, unless consented to in writing by the Company and (c) any change in the existence (corporate or otherwise) of Buyer or Guarantor or any insolvency, bankruptcy, reorganization or similar proceeding affecting any of them or their assets. Guarantor acknowledges that it will receive direct and indirect benefits from the consummation of the Obligations shall be deemed to modify, reduce, release or otherwise affect transactions contemplated hereby and that the liability waivers set forth in this Section 12.02 are knowingly made in contemplation of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminatedbenefits.

Guarantee. (a) The Guarantor hereby Subject to the provisions of Section 2(b), each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees guarantees, as primary obligor and not merely as surety, to the Administrative Collateral Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assignsSecured Parties, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration required prepayment, acceleration, demand or otherwise) of the ObligationsObligations of anyone other than such Guarantor (including amounts that would become due but for operation of the automatic stay under 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)). (b) Anything herein or in any other Loan Credit Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Credit Documents shall in no event exceed the amount which that can be guaranteed by the such Guarantor under the Bankruptcy Code or any applicable federal and state laws relating to fraudulent conveyances, fraudulent transfers or the insolvency of debtors. (c) The Each Guarantor further agrees to pay any and all expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the Collateral Agent or any other Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantee. (d) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 Guarantee or affecting the rights and remedies of the Administrative Collateral Agent or any Lender other Secured Party hereunder. (d) The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligations. (e) No payment or payments made by the any Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Collateral Agent, the Administrative Agent or any Lender other Secured Party from the any Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder hereunder, which shall, notwithstanding any such payment (or payments, other than any payment payments made by the such Guarantor in respect of the Obligations or any payment payments received or collected from the such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the such Guarantor hereunder until the Obligations under the Credit Documents are paid in full full, the Commitments thereunder are terminated and no Letters of Credit shall be outstanding or any such Letters of Credit shall have been cash collateralized in a manner reasonably acceptable to the Letter of Credit Issuer and the Commitments are terminatedCollateral Agent. (f) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Collateral Agent or any other Secured Party on account of its liability hereunder, it will notify the Collateral Agent in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (ai) The Guarantor hereby Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees guarantee to the Administrative Agent, for the ratable benefit of the Lenders, Holders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (bii) Anything herein or in any other Loan Document to the contrary notwithstanding, the The maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)). (ciii) The Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender Holders hereunder. (div) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any Obligationsfull. (ev) No payment made by the BorrowerCompany, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Holders from the BorrowerCompany, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Obligations or any payment received or collected from the such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the such Guarantor hereunder until the Obligations are paid in full and full. (vi) Notwithstanding anything to the Commitments are terminatedcontrary in this Agreement, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible, the Guarantors shall only be liable for making the Holders whole on a monetary basis for the Company's failure to perform such Obligations.

Guarantee. (a) 10.1 The Guarantor hereby unconditionally and irrevocably, guarantees to LUL that the Administrative AgentLicensee shall observe and perform the Licensee’s obligations in this Licence and if the Licensor fails to observe and perform any of those obligations, for the ratable benefit Guarantor will observe and perform them. 10.2 The Guarantor covenants with LUL as a separate and independent primary obligation to pay all costs, losses and expenses suffered by LUL arising out of or in relation to any failure by the Licensee to observe or perform any of the Lenders, Licensee’s obligations in this Licence and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) shall indemnify LUL against any failure of the Obligations.Guarantor to observe or perform the Guarantor's obligations under this clause 10; (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum 10.3 The liability of the Guarantor hereunder under clauses 10.1 and under 10.2 of this Licence shall continue until the other Loan Documents shall in no event exceed earlier of (a) the amount which can be guaranteed by expiry of a period of six years from the Guarantor under applicable federal earlier of (1) the date of expiry of the period of this Licence or (2) the date of determination of this Licence, and state laws relating (b) the date of novation of this Licence to the insolvency JV Entity pursuant to clause 12 of debtorsthis Licence. (c) 10.4 The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing shall not be affected by: 10.4.1 any time or indulgence granted by LUL to the guarantee contained Licensee; 10.4.2 any delay or forbearance by LUL in enforcing the observance or performance of any of the Licensee’s obligations in this Section 7 Licence; 10.4.3 LUL exercising any right or affecting remedy against the rights and remedies Licensee for any failure to observe or perform the Licensee’s obligations in this Licence; 10.4.4 any legal limitation or disability on the Licensee or any invalidity or irregularity of any of the Administrative Agent Licensee’s obligations in this Licence or any Lender hereunderunenforceability of any of them against the Licensee; 10.4.5 the Licensee being dissolved, or being struck off the register of companies or otherwise ceasing to exist; or 10.4.6 by any other act or omission except an express written release of the Guarantor by LUL. (d) 10.5 The guarantee contained in this Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations liability of the Guarantor under this Deed shall not in any circumstances be greater than the guarantee liability which the Guarantor would have had if it had been the licensee under the Licence in place of Licensee. 10.6 Any payment or dividend that LUL receives from the Licensee (or its estate) or any other person in connection with any insolvency proceedings or arrangement involving the Licensee shall be taken and applied as a payment in gross and shall not prejudice the right of LUL to recover from the Guarantor to the full extent of the obligations that are the subject of this guarantee. 10.7 The following provisions shall apply if the Guarantor at any time requires to be released from its obligations under clause 10 of this Licence: 10.7.1 the Guarantor shall propose in writing a substitute guarantor (Substitute Guarantor) for approval by LUL; and 10.7.2 the Substitute Guarantor shall enter into a deed of covenant with LUL in the same form or substantially in the form of this Licence and in accordance with the following provisions of this clause 10. 10.8 In connection with any such proposal and application for approval, the Guarantor will provide to LUL such information about the Substitute Guarantor as shall reasonably demonstrate that the good standing and repute and the financial standing and resources of the Substitute Guarantor are appropriate and sufficient to assume and discharge the obligations (both actual and contingent) on the part of the Licensee and the Guarantor contained in this Section 7 Licence. 10.9 If any of the following circumstances applies, either at the date when application for LUL’s approval is made or after that date but before LUL’s approval is given, then LUL may withhold its approval and if after LUL’s approval has been given, but before the said deed of covenant has been entered into, any such circumstances applies then LUL may revoke its approval until and if the circumstances cease to apply. The circumstances are: 10.9.1 that any sum properly due from the Licensee under this Licence remains unpaid; 10.9.2 that there is a material breach of any of the covenants on the part of the Licensee in this Licence; 10.9.3 that in LUL’s reasonable opinion the Substitute Guarantor is a person who does not, or may become a person who does not, satisfy the requirements set out in clause 10.8; 10.9.4 that the Substitute Guarantor is an entity registered or otherwise resident outside the United Kingdom; or 10.9.5 that the Substitute Guarantor enjoys diplomatic or state immunity. 10.10 Subject to LUL having previously approved the identity of the Substitute Guarantor in accordance with this clause (such approval not to be unreasonably withheld or delayed), the Licensee’s Solicitors shall have provide to LUL’s Solicitors three engrossments of the said deed of covenant (having first been satisfied approved by payment LUL) duly executed and delivered in full escrow by the Licensee and the Commitments shall Substitute Guarantor and for execution by LUL 10.11 The Guarantor’s obligations under this Licence will cease and determine upon completion of such deed of covenant but such cesser and determination will be terminated, notwithstanding that from time without prejudice to time during the term Guarantor’s liability for any antecedent breach of this Agreement the Borrower may be free from any Obligations. (e) No payment made obligation by the Borrower, the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Guarantor hereunder until the Obligations are paid in full and the Commitments are terminatedGuarantor.

Guarantee. (a) The In order to induce the Administrative Agent and the Lenders to execute and deliver this Agreement and to make or maintain the Loans, and in consideration thereof, each Guarantor hereby unconditionally and irrevocablyirrevocably guarantees, guarantees as primary obligor and not merely as surety, to the Administrative Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and/or each Designated Borrower, as applicable, when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. , and such Guarantor further agrees to pay any and all reasonable expenses (bincluding, without limitation, all reasonable fees, charges and disbursements of counsel) Anything herein which may be paid or in any other Loan Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed incurred by the Guarantor Administrative Agent or by the Lenders in enforcing, or obtaining advice of counsel in respect of, any of their rights under applicable federal and state laws relating to the insolvency of debtors. (c) The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of the Guarantor hereunder without impairing the guarantee contained in this Section 7 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) Article X. The guarantee contained in this Article X, subject to Section 7 10.05, shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment are paid in full and the Commitments shall be are terminated, notwithstanding that from time to time during prior thereto the term of this Agreement the Borrower and/or such Designated Borrower may be free from any Obligations. (e) . For the avoidance of doubt and without any implication to the contrary, the guarantee by the Borrower and all waivers, acknowledgements and agreement by the Borrower contained in this Article X shall be limited solely to the Obligations of the Designated Borrowers. Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability under this Article X, it will notify the Administrative Agent and such Lender in writing that such payment is made under the guarantee contained in this Article X for such purpose. No payment or payments made by the Borrower, the Guarantor any Designated Borrower or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, the Guarantor any Designated Borrower or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the such Guarantor hereunder which shallunder this Article X which, notwithstanding any such payment (other than any payment made by the Guarantor in respect of the Obligations or any payment received or collected from the Guarantor in respect of the Obligations)payments, shall remain liable for the unpaid and outstanding Obligations up until, subject to the maximum liability of the Guarantor hereunder until Section 10.05, the Obligations are paid in full and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assignsSecured Parties, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender Secured Party hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Secured Party from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are paid in full full, no Letter of Credit shall be outstanding and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations are paid in full and the Commitments are terminated.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and --------- severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, and their respective successors, indorsees, transferees and assignsSecured Parties, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Credit Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Credit Documents shall in no event exceed the amount which that can be guaranteed by the such Guarantor under applicable law, including applicable federal and state laws relating to the insolvency of debtors. (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender other Secured Party hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until the earlier to occur of (i) the first date on which all the Loans, any Reimbursement Obligations, all other Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) then due and owing, and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 then due and owing shall have been satisfied by payment in full full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower may be free from any ObligationsBorrower Obligations or (ii) as to any Guarantor, the sale or other disposition of all of the Capital Stock of such Guarantor as permitted under the Credit Agreement. (e) No payment made by the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender other Secured Party from the Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the earlier to occur of (i) the first date on which the Loans, any Reimbursement Obligations, and all other Borrower Obligations then due and owing, are paid in full full, no Letter of Credit shall be outstanding and the Commitments are terminatedterminated or (ii) the sale or other disposition of all of the Capital Stock of such Guarantor as permitted under the Credit Agreement.

Guarantee. (a) The Guarantor hereby Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders, Secured Parties and their respective successors, indorsees, transferees and permitted assigns, the prompt and complete payment and performance by the Borrower Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of the each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) The Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of the such Guarantor hereunder without impairing the guarantee contained in this Section 7 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (d) The guarantee contained in this Section 7 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the each Guarantor under the guarantee contained in this Section 7 2 (other than contingent indemnity obligations not due and payable) shall have been satisfied by payment in full and the Commitments shall be terminatedin cash, notwithstanding that from time to time during the term of this the Credit Agreement the Borrower Borrowers may be free from any Borrower Obligations. (e) No payment made by the any Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender Secured Party from the any Borrower, any of the Guarantor Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the such Guarantor in respect of the Borrower Obligations or any payment received or collected from the such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of the such Guarantor hereunder until the Borrower Obligations (other than contingent indemnity obligations not due and payable) are paid in full and the Commitments are terminatedin cash.