Common use of Guaranties Clause in Contracts

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, on a senior unsecured basis to each Securityholder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, the Parent shall unconditionally Guarantee in favor whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Administrative Agent, Company under this Supplemental Indenture and the Lenders Securities and any Specified Derivatives Providers (b) the full payment and punctual performance within applicable grace periods of all other obligations of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent Company under this Supplemental Indenture and the Borrower shall cause each Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor to execute a further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders Guarantor and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released Guarantor will remain bound under this Article Three notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and reinstated in accordance with its terms. (a) Notwithstanding anything protest to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation Company of any of the covenants contained in Section 8.14; Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (iv1) the Administrative Agent shall have received such written request at least five failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Supplemental Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Supplemental Indenture, the Securities or any other agreement; (4) the release of any security held by any Securityholder or the Trustee for the Guaranteed Obligations or any of them; (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent failure of any such request shall constitute a representation by Securityholder or the Parent and Trustee to exercise any right or remedy against any other guarantor of the Borrower that the conditions Guaranteed Obligations; or (6) except as set forth in Section 3.06, any change in the preceding sentence are ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Securityholder or will be satisfied as the Trustee to any security held for payment of the requested date Guaranteed Obligations. Except as expressly set forth in Sections 3.02 and 3.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Securityholder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by 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 such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Securityholder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Securityholder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Securityholders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Securityholders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Securityholders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Section 5.1 of the Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Section 5.1 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Securityholder in enforcing any rights under this Section 3.01.

Guaranties. Pursuant (a) During the period prior to the Parent GuarantyAcquisition Closing Date, the Parent Company shall unconditionally Guarantee in favor of execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent, Guaranties of Domestic Subsidiaries such that, at all times during such period, all Domestic Subsidiaries which are not Guarantors do not, if considered in the aggregate as a single Subsidiary, constitute a Significant Subsidiary (and for purposes of making such determination, it is acknowledged that, as provided in Rule 1-02 of Regulation S-X as currently in effect promulgated by the SEC, the investment in and advances to, and share of total assets and income of, any Domestic Subsidiary shall be determined based on the investment in and advances to, and share of total assets and income of, such Domestic Subsidiary and its Subsidiaries on a consolidated basis). (b) On and after the Acquisition Closing Date, within 45 days (or such longer period of time as the Administrative Agent shall agree) after delivery (or date of required delivery) of each set of applicable financial statements pursuant to Sections 6.1(i) and (ii), the Company shall execute and deliver, or cause to be executed and delivered, to the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent Agent, the Lenders Guaranties from its present and any Specified Derivatives Providers the full payment future Wholly Owned Domestic Restricted Subsidiaries (other than Excluded Subsidiaries and performance Immaterial Subsidiaries) such that all Wholly Owned Domestic Restricted Subsidiaries (other than Excluded Subsidiaries and Immaterial Subsidiaries) are Guarantors as of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its termsdate. (ac) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently In connection with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentsuch Guaranties, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and Company shall provide such Subsidiary shall deliver other documentation to the Administrative Agent each Agent, including, without limitation, one or more opinions of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise counsel reasonably satisfactory to the Administrative Agent. (b) The Borrower may request , corporate documents and resolutions, which in writing that the reasonable opinion of the Administrative Agent releaseis necessary or advisable in connection therewith. For the avoidance of doubt, and upon receipt of such request notwithstanding the Administrative Agent shall releaseabove, a Subsidiary Guarantor from the Guaranty for so long as: (i) such Subsidiary Guarantor is not otherwise required to be as a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly Company guarantees the Senior Notes, New Senior Unsecured Notes, Existing Loan Agreement or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable Indebtedness for borrowed money subject to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions covenant set forth in the preceding sentence are Section 6.28 (or in each case any refinancing, renewal or replacement thereof), such Subsidiary will be satisfied as of required to guaranty the requested date of releaseObligations.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything Each Guarantor required to execute and deliver a Guaranty Agreement pursuant to Section 4.05 shall, upon execution and delivery of its Guaranty Agreement, unconditionally and irrevocably guarantee, jointly and severally, to each Holder and to the contrary in this Agreement Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Notes when due, whether at maturity, by acceleration, by redemption or any otherwise, and all other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary monetary obligations of the Parent owning a direct or indirect interest in Issuer under this Supplemental Indenture and the Borrower since Notes and (b) the date full and punctual performance within applicable grace periods of all other obligations of the most recent Compliance Certificate Issuer under this Supplemental Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Daterenewed, in form whole or in part, without notice or further assent from such Guarantor and substance substantially consistent with that such items delivered on the Closing Date Guarantor will remain bound under this Article VI notwithstanding any extension or otherwise reasonably satisfactory to the Administrative Agentrenewal of any Guaranteed Obligation. (b) The Borrower may request in writing that the Administrative Agent releaseEach Guarantor waives presentation to, demand of, payment from and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party protest to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation Issuer of any of the covenants contained in Section 8.14; Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (iva) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent failure of any such request shall constitute a representation Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Supplemental 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 Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Parent and Trustee for the Borrower that Guaranteed Obligations or any of them; (e) the conditions failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 6.06, any change in the preceding sentence are ownership of such Guarantor. (c) Each Guarantor further agrees that its Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or will be satisfied as the Trustee to any security held for payment of the requested date Guaranteed Obligations. (d) Except as expressly set forth in Sections 6.02, 6.06 and 7.02(b) of this Supplemental Indenture and Sections 1302 and 1303 of the Base Indenture, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by 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 such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. (e) Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise. (f) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Issuer to the Holders and the Trustee. (g) Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article V of the Base Indenture for the purposes of such Guarantor’s Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in such Article V, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 6.01. (h) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 6.01.

Guaranties. Pursuant Each Domestic Subsidiary of the Borrower party to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor Subsidiary Guaranty as of the Administrative AgentClosing Date (which Domestic Subsidiaries are the following: ▇▇▇▇▇▇▇▇-Sonoma Stores, the Lenders Inc., ▇▇▇▇▇▇▇▇-Sonoma DTC, Inc., ▇▇▇▇▇▇▇▇-Sonoma Direct, Inc., ▇▇▇▇▇▇▇▇-Sonoma Gift Management, Inc., Rejuvenation Inc. and ▇▇▇▇▇▇ Street Manufacturing, Inc.) and any Specified Derivatives Providers other Subsidiary of the full Borrower which at any time Guarantees the indebtedness, liabilities and obligations of the Borrower under any Debt of the Borrower or any Domestic Subsidiary permitted under Section 11.1(m) or 11.1(n) shall guarantee payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached Obligations pursuant to the Subsidiary Guaranty. Additionally, the Parent and the Borrower shall cause each Subsidiary Guarantor one or more of its other Domestic Subsidiaries (if any) to execute a Subsidiary Guaranty unconditionally guarantying in favor Guarantee (by means of the Administrative Agent , the Lenders execution and any Specified Derivatives Providers the full delivery of a Joinder Agreement) payment and performance of the Obligations; provided, however, that such Obligations pursuant to the Subsidiary Guaranty may be released and reinstated in accordance with its terms. as follows: (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with event that any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Domestic Subsidiary of the Borrower owning directly or indirectly any Unencumbered Propertywhich is not a Guarantor owns cash, the Parentcash equivalents, intellectual property and tangible assets of an aggregate net book value in excess of $25,000,000, the Borrower shall cause such Domestic Subsidiary to become a Guarantor as provided by Section 7.2 and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing the event that the Administrative Agent releaseBorrower’s Domestic Subsidiaries which are not previously Guarantors hereunder own cash, cash equivalents, intellectual property and upon receipt tangible assets, in the aggregate for all such Domestic Subsidiaries, of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness an aggregate net book value in excess of the Parent$100,000,000, the Borrower shall cause one or any Subsidiary more of such Subsidiaries to become Guarantors as provided by Section 7.2 with the effect that the owned cash, cash equivalents, intellectual property and tangible assets of the remaining Domestic Subsidiaries of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur which are not Guarantors hereunder do not exceed $100,000,000 as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasedate.

Guaranties. Pursuant to As credit support for the Parent GuarantyObligations, on or before the Closing Date, the Parent Westcor Guarantors, the Wilmorite Guarantors and the Affiliate Guarantors shall unconditionally Guarantee in favor of each execute and deliver to the Administrative Agent, for the Lenders and any Specified Derivatives Providers the full payment and performance benefit of the ObligationsLenders, a Subsidiary Guaranty. Pursuant to Upon the acquisition of any Project after the Closing Date by any Borrower Party or Wholly-Owned Subsidiary Guaranty or an addendum thereto thereof, in the form attached event at the time of acquisition the principal Property comprising such Project is unencumbered by any Lien in respect of Borrowed Indebtedness (an “Unencumbered Property”), and there is no Financing with respect to the Subsidiary Guarantysuch Unencumbered Property within ninety (90) days of its acquisition, the Parent and the Borrower shall cause such Person, if such Person is not already a Guarantor (each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent “Supplemental Guarantor”), the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. shall: (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower execute and such Subsidiary shall deliver to the Administrative Agent each Agent, for the benefit of the following: (i) Lenders, a joinder Guaranty in the form of Exhibit G hereto pursuant to which such Supplemental Guarantor will unconditionally guarantee the Obligations from time to time owing to the Subsidiary Lenders, (b) execute and deliver, or cause to be executed and delivered, to the Administrative Agent such other documents or legal opinions required by the Administrative Agent confirming the authorization, execution and delivery and enforceability (subject to customary exceptions) of the Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entitiesSupplemental Guarantor, and (iiic) deliver copies of its Organizational Documents, certified by the items that would have been delivered under subsections Secretary or an Assistant Secretary of such Supplemental Guarantor (iii) and (v) of Section 5.01(a) or if such Subsidiary had been Person is a Subsidiary limited partnership or limited liability company, an authorized representative of its general partner or manager) as of the date delivered as being accurate and complete. Upon the Disposition of any Affiliate Guarantor on or Supplemental Guarantor or the Closing DateDisposition or Financing of all Unencumbered Property owned by such Affiliate Guarantor or Supplemental Guarantor, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from release the Guaranty so long as: (i) guaranty executed by such Subsidiary Guarantor is not otherwise required Person pursuant to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in this Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release4.1.

Guaranties. Pursuant Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of this Indenture, the Lenders and Securities or any Specified Derivatives Providers other agreement; (d) the full payment and performance release of any security held by any Holder or the Obligations. Pursuant Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to the Subsidiary Guaranty exercise any right or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and remedy against any Specified Derivatives Providers the full payment and performance other guarantor of the Obligations; providedor (f) except as set forth in Section 11.06, howeverany change in the ownership of such Guarantor. Each Guarantor further agrees that its Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that such Subsidiary any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything is, to the contrary extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Guarantor giving such Guaranty and each Guaranty is made subject to such provisions of this Agreement Indenture. Except as expressly set forth in Section 8.01(b), 11.02 and 11.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other Loan Documentagreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by 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 such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of such Guarantor's Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or Guaranteed Obligations, and (y) substantially concurrently with in the event of any Subsidiary declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the Parent purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (other than including reasonable attorneys' fees) incurred by the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered rights under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentthis Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant Each Guarantor hereby unconditionally and ---------- irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of this Indenture, the Lenders and Securities or any Specified Derivatives Providers other agreement; (d) the full payment and performance release of any security held by any Holder or the Obligations. Pursuant Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to the Subsidiary Guaranty exercise any right or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and remedy against any Specified Derivatives Providers the full payment and performance other guarantor of the Obligations; providedor (f) except as set forth in Section 11.06, howeverany change in the ownership of such Guarantor. Each Guarantor further agrees that its Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that such Subsidiary any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything is, to the contrary extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Guarantor giving such Guaranty and each Guaranty is made subject to such provisions of this Agreement Indenture. Except as expressly set forth in Section 8.01(b), 11.02 and 11.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other Loan Documentagreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by 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 such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of such Guarantor's Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or Guaranteed Obligations, and (y) substantially concurrently with in the event of any Subsidiary declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the Parent purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (other than including reasonable attorneys' fees) incurred by the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered rights under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentthis Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, Agent and the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , and the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full (a) The payment and performance of the Obligations. Pursuant to Obligations of the Company shall at all times be guaranteed by each direct and indirect existing or future Domestic Subsidiary Guaranty or an addendum thereto in that guarantees the form attached to Company’s obligations under the Subsidiary GuarantyTerm Loan Credit Agreement, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Company’s obligations under the2020 Term Loan Credit Agreement or the Specified Revolving Credit Agreements or the Company’s obligations under any other Loan DocumentMaterial Debt (excluding any such guarantee existing prior to January 2, (x2019) concurrently with the delivery of each Compliance Certificate, with respect pursuant to any Person that became a Subsidiary of the Parent owning a direct one or indirect interest more guaranty agreements in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower form and such Subsidiary shall deliver substance reasonably acceptable to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, and which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance shall be substantially consistent with the guaranty set forth in Section 8.16., as the same may be amended, modified or supplemented from time to time (individually a “Guaranty” and collectively the “Guaranties”; and each such items delivered on Subsidiary executing and delivering a Guaranty, a “Guarantor” and collectively the Closing Date or otherwise reasonably satisfactory to the Administrative Agent“Guarantors”). (b) The Borrower may request in writing that In the event any Domestic Subsidiary is required pursuant to the terms of Section 5.15. (a) above to become a Guarantor hereunder, the Company shall cause such Domestic Subsidiary to execute and deliver to the Administrative Agent release, AgentAgents a Guaranty and upon receipt of such request the Company shall also deliver to the Administrative Agent shall releaseAgentAgents, or cause such Domestic Subsidiary to deliver to the Administrative AgentAgents, at the Company’s cost and expense, such other documents, certificates and opinions of the type delivered on the Effective Date pursuant to Sections 4.1. (b) and (c) to the extent reasonably required by the Administrative AgentAgents in connection therewith. (c) A Guarantor, upon delivery of written notice to the Administrative AgentAgents by a Subsidiary Guarantor from Financial Officer or other authorized officer of the Guaranty so long asCompany certifying that, after giving effect to any substantially concurrent transactions, including any repayment of Debt, release of a guaranty or any sale or other disposition, either: (i) such Subsidiary Guarantor is does not otherwise required to be a party to guarantee the Guaranty obligations of the Company (1) under the immediately preceding subsection Specified Revolving Credit Agreements, (a2) under the Term Loan Credit Agreement or, (after giving effect to clause 3) under the 2020 Term Loan Credit Agreement or (ii4) hereof); under any other Material Debt of the Company or (ii) such Subsidiary Guarantor is no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any a Domestic Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur Company as a result of such releasea transaction not prohibited hereunder, shall be automatically released from its obligations (including its Guaranty) hereunder without limitationfurther required action by any Person. The Administrative AgentAgents, a Default at the Company’s expense, shall execute and deliver to the Company or Event of Default resulting from a violation of the applicable Guarantor any of documents or instruments as the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (Company or such shorter period as Guarantor may be acceptable reasonably request to evidence the Administrative Agent) prior to the requested date release of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseGuaranty.

Guaranties. Pursuant The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantors, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). The Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary Guarantor and that the Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. The Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, this Supplemental Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of the Indenture, this Supplemental Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 10.06 of the Indenture, any change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Section 8.01(b), 10.02 and 10.06 of the Indenture, the obligations of the Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 obligations of the Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Guaranteed Obligations, or by 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 the Subsidiary Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. Pursuant The Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Subsidiary Guaranty Holders or the Trustee an addendum thereto in the form attached amount equal to the Subsidiary Guarantysum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the Parent extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Borrower shall cause each Trustee. The Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of agrees that, as between it, on the Administrative Agent one hand, and the Lenders Holders and any Specified Derivatives Providers the full payment and performance of Trustee, on the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct or indirect interest Guaranteed Obligations may be accelerated as provided in the Borrower since the date Article 6 of the most recent Compliance Certificate Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) substantially concurrently with in the event of any Subsidiary declaration of acceleration of such Guaranteed Obligations as provided in Article 6 of the Parent Indenture, such Guaranteed Obligations (other than whether or not due and payable) shall forthwith become due and payable by the BorrowerSubsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) entering into any Guarantee of Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered rights under subsections (iii) and (v) of this Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent2. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant SAP and Qualtrics shall each use their reasonable efforts (to the Parent Guarantyextent practicable) to cause each SAP Entity to be removed and released in respect of all obligations under each guarantee, indemnity, surety bond, letter of credit and letter of comfort given or obtained by any SAP Entity for the Parent benefit of any Qualtrics Entity or the Qualtrics business with respect to real estate (each, a “Guarantee”), including the Guarantee set forth on Schedule III, as soon as reasonably practicable after the IPO Date. From and after the IPO Date, Qualtrics shall unconditionally Guarantee in favor indemnify, hold harmless and promptly reimburse the SAP Entities for any payments made by SAP Entities and for any and all Liabilities of the Administrative AgentSAP Entities arising out of, the Lenders and or in performing, in whole or in part, any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated obligation in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or underlying obligation under any other Loan Document, (x) concurrently with Guarantee. Beginning on the delivery date on which the SAP Entities hold shares of each Compliance Certificate, with respect to any Person that became Qualtrics common stock representing less than a Subsidiary majority of the Parent owning a direct or indirect interest in the Borrower since the date votes entitled to be cast by all holders of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the ParentQualtrics common stock, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required SAP continues to be a party to any Guarantee, until such time as the Guaranty under Guarantee is terminated, Qualtrics shall compensate SAP in accordance with the immediately preceding subsection market rate based on the cost for a bank to issue a substitute guarantee, as determined by the Parties in good faith. Notwithstanding the foregoing, (a) (after giving effect in the event of a Change of Control that requires SAP’s approval pursuant to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (Article VI of Qualtrics’ Amended and Restated Certificate of Incorporation or which Guarantee is being substantially concurrently released) any other Indebtedness Section 3.2 of the ParentMaster Transaction Agreement such that, the Borrower in single transaction or any Subsidiary series of transactions, a third party acquires Qualtrics common stock representing a majority of the Borrower owning directly or indirectly any Unencumbered Propertyvotes entitled to be cast by all holders of Qualtrics common stock, (iii) no Default or Event of Default it shall then be in existence or would occur as a result condition to the closing of such release, including without limitation, a Default transaction(s) that any Guarantee remaining in effect at that time shall be terminated effective on or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date closing of release. Delivery by the Borrower such transaction(s) and in connection therewith, SAP and Qualtrics shall each use their reasonable efforts (to the Administrative Agent extent practicable) to cause each SAP Entity to be removed and released in respect of all obligations under any such request shall constitute a representation by the Parent Guarantee(s) and the Borrower that the conditions set forth (b) in the preceding sentence are event of a Change of Control that does not require SAP’s approval pursuant to Article VI of Qualtrics’ Amended and Restated Certificate of Incorporation or will be satisfied as Section 3.2 of the requested date Master Transaction Agreement such that, in single transaction or series of releasetransactions, a third party acquires Qualtrics common stock representing a majority of the votes entitled to be cast by all holders of Qualtrics common stock, it shall be a condition to the closing of such transaction(s) that any Guarantee remaining in effect at that time shall be terminated effective on or prior to the closing of such transaction(s).

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms.By joining herein: (a) Notwithstanding anything Each of the Guarantors jointly and severally, unconditionally and irrevocably, guarantees to the contrary Holders and each of their respective successors, indorsees, transferees and assigns, the prompt and complete payment in this Agreement cash and performance by the Obligors when due (whether at the stated maturity, by acceleration or any other Loan Document, (xotherwise) concurrently with of the delivery Guarantied Obligations. This is a guarantee of payment and not collection and the liability of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower Guarantor is primary and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentnot secondary. (b) The Borrower may request Anything herein or in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party any other Note Document to the Guaranty contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the immediately preceding subsection (a) other Note Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to clause the right of contribution established in Section 14.2). (iic) hereof); (ii) such Subsidiary Each Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) agrees that the Guarantied Obligations may at any other Indebtedness time and from time to time exceed the amount of the Parent, liability of such Guarantor hereunder without impairing the Borrower guarantee contained in this Section 14 or affecting the rights and remedies of any Subsidiary Holder under this Section 14. (d) Each Guarantor agrees that if the maturity of the Borrower owning directly Guarantied Obligations is accelerated by bankruptcy or indirectly otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Section 14 shall remain in full force and effect until all the Guarantied Obligations shall have been satisfied by payment in full in cash. (e) No payment made by any Unencumbered PropertyObligor, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained Guarantors, any other guarantor or any other Person or received or collected by any Holder from any Obligor, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in Section 8.14; and reduction of or in payment of the Guarantied Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (iv) other than any payment made by such Guarantor in respect of the Administrative Agent shall have Guarantied Obligations or any payment received or collected from such written request at least five (5) Business Days (or such shorter period as may be acceptable Guarantor in respect of the Guarantied Obligations), remain liable for the Guarantied Obligations up to the Administrative Agent) prior to maximum liability of such Guarantor hereunder until the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth Guarantied Obligations are paid in the preceding sentence are or will be satisfied as of the requested date of releasefull in cash.

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Original Indenture (other than obligations solely with respect to Securities other than the Notes), this First Supplemental Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Original Indenture (other than obligations solely with respect to Securities other than the Notes), this First Supplemental Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Original Indenture, this First Supplemental Indenture, the Parent shall unconditionally Guarantee in favor 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 Administrative Agentterms or provisions of the Original Indenture, this First Supplemental Indenture, the Lenders Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Section 8.01(b) of the Indenture and Sections 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Original Indenture, this First Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by 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 such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Pursuant Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guaranty Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or an addendum thereto in interest on any Guaranteed Obligation when and as the form attached same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to the Subsidiary Guarantyperform or comply with any other Guaranteed Obligation, the Parent and the Borrower shall cause each Subsidiary Guarantor hereby promises to execute a Subsidiary Guaranty unconditionally guarantying and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in favor cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything Company to the contrary in this Agreement or any Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct or indirect interest Guaranteed Obligations hereby may be accelerated as provided in the Borrower since the date Article VI of the most recent Compliance Certificate Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of acceleration of such Guaranteed Obligations as provided in Article VI of the Parent Indenture, such Guaranteed Obligations (other than the Borrowerwhether or not due and payable) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower shall forthwith become due and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed payable by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to for the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such purposes of this Section 10.01. Each Subsidiary Guarantor no longer Guarantees also agrees to pay any and all costs and expenses (or which Guarantee is being substantially concurrently releasedincluding reasonable attorneys’ fees) any other Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in rights under this Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release10.01.

Guaranties. Pursuant (a) During the period prior to the Parent GuarantyAcquisition Closing Date, the Parent Company shall unconditionally Guarantee in favor of execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent, Guaranties of Domestic Subsidiaries such that, at all times during such period, all Domestic Subsidiaries which are not Guarantors do not, if considered in the aggregate as a single Subsidiary, constitute a Significant Subsidiary (and for purposes of making such determination, it is acknowledged that, as provided in Rule 1-02 of Regulation S-X as currently in effect promulgated by the SEC, the investment in and advances to, and share of total assets and income of, any Domestic Subsidiary shall be determined based on the investment in and advances to, and share of total assets and income of, such Domestic Subsidiary and its Subsidiaries on a consolidated basis). (b) On and after the Acquisition Closing Date, within 45 days (or such longer period of time as the Administrative Agent shall agree) after delivery (or date of required delivery) of each set of applicable financial statements pursuant to Sections 6.1(i) and (ii), the Company shall execute and deliver, or cause to be executed and delivered, to the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent Agent, the Lenders Guaranties from its present and any Specified Derivatives Providers the full payment future Wholly Owned Domestic Restricted Subsidiaries (other than Excluded Subsidiaries and performance Immaterial Subsidiaries) such that all Wholly Owned Domestic Restricted Subsidiaries (other than Excluded Subsidiaries and Immaterial Subsidiaries) are Guarantors as of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its termsdate. (ac) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently In connection with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentsuch Guaranties, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and Company shall provide such Subsidiary shall deliver other documentation to the Administrative Agent each Agent, including, without limitation, one or more opinions of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise counsel reasonably satisfactory to the Administrative Agent. (b) The Borrower may request , corporate documents and resolutions, which in writing that the reasonable opinion of the Administrative Agent releaseis necessary or advisable in connection therewith. For the avoidance of doubt, and upon receipt of such request notwithstanding the Administrative Agent shall releaseabove, a Subsidiary Guarantor from the Guaranty for so long as: (i) such Subsidiary Guarantor is not otherwise required to be as a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly Company guarantees the Senior Notes, any Securities (as defined in the Arranger Fee Letter), the Senior Secured Credit Facilities, the facilities under the Existing Loan Agreement or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable Indebtedness for borrowed money subject to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions covenant set forth in the preceding sentence are Section 6.28 (or in each case any refinancing, renewal or replacement thereof), such Subsidiary will be satisfied as of required to guaranty the requested date of releaseObligations.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the The Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor not and shall not permit any of the Administrative Agent its Subsidiaries to, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; providedcreate or become or be liable, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement whether directly or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificateindirectly, with respect to any Person Guaranty, except that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any such Subsidiary may incur (i) Guaranties for the benefit of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to if the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed primary obligation is permitted by such Subsidiarythis Agreement, (ii) concurrently with an unsecured Guaranty by the delivery Borrower of each Compliance Certificate a comprehensive list Debt owing by Amboy Aggregates so long as the maximum amount of all Guarantorssuch Guaranty does not exceed $5,000,000 at any time, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered Guaranties existing on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (band described in Schedule 6.2(f) The Borrower may request in writing that the Administrative Agent releasehereto, and upon receipt the replacement, refinancing and renewal of each such request Guaranty which does not increase the Administrative Agent shall releaseamount guaranteed thereunder, a Subsidiary Guarantor from the Guaranty so long as: (iiv) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty Guaranties of Debt arising under the immediately preceding subsection Bonding Agreement, (av) Guaranties of the Note Indenture Obligations by Subsidiary Guarantors, (after giving effect to vi) unsecured Guaranties of Debt which, when combined (without duplication) with all unsecured Debt incurred and permitted under clause (iixiii) hereofof Section 6.2(i); , do not exceed $10,000,000 at any time outstanding and (iivii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any a secured Guaranty by Great Lakes and certain other Indebtedness Subsidiaries of Borrower of the Parent, the Borrower or any Subsidiary obligations of the Borrower owning directly or indirectly under the ▇▇▇▇▇ Fargo Documents; provided, that such Guaranty may be secured only by the Permitted ▇▇▇▇▇ Fargo Facility Collateral and each such Subsidiary has executed and delivered a Loan Party Guaranty and Collateral Documents and provided other deliveries described in Section 6.1(q). Notwithstanding the foregoing, no such Guaranty shall be permitted unless after the incurrence of any Unencumbered Propertysuch Guaranty, (iii) there would exist no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseDefault.

Guaranties. Pursuant If in connection with any financing or refinancing relating solely to any Non-Rental Pool Property or the acquisition thereof that is obtained by the Partnership or any Subsidiary, any Lender requires any guaranty of non-recourse carve-outs (a “Non-Recourse Guaranty”) and/or environmental indemnity (an “Environmental Indemnity”), JVP (or a credit-worthy Affiliate acceptable to the Parent GuarantyLender) shall provide any such guaranty and/or indemnity, provided the form of such guaranty and/or indemnity is reasonably acceptable to JVP. Except as provided in the preceding sentence, none of the Partnership, the Parent General Partner, JVP or Starwood shall unconditionally Guarantee be obligated to issue any guaranties or indemnities in favor of the Administrative Agent, the Lenders and connection with any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant financing or refinancing relating to the Subsidiary Guaranty Property or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such releaseacquisition thereof, including without limitation, any completion guaranty or payment guaranty. Either a Default Partner or Event an Affiliate of Default resulting from such Partner may, on a violation of any case by case basis and in its sole judgment, but subject to obtaining the written approval of the covenants contained General Partner, Starwood and JVP, elect to provide credit enhancement for any financing or refinancing obtained by, or other obligation of, the Partnership or any Subsidiary in the form of guaranties, indemnifications, pledges of collateral or letters of credit to the provider of such loan or financing or the Person to whom such obligation is owed (a “Lender”), in each case to secure certain obligations of the Partnership or any Subsidiary (any such approved credit enhancement, shall be collectively to as “Credit Enhancement”). Credit Enhancement shall not include a Non-Recourse Guaranty or Environmental Indemnity required pursuant to the first sentence of this Section 8.14; and (iv) 9.14. To the Administrative Agent extent Starwood or an Affiliate of Starwood elects to provide Credit Enhancement, JVP shall have received the right but not the obligation to provide such written request Credit Enhancement with Starwood on a pro rata basis (based on the respective Percentage Interests of Starwood and JVP). If at least five any time, (5a) Business Days JVP or an Affiliate of JVP has provided a Non-Recourse Guaranty or an Environmental Indemnity or (b) a Partner or such shorter period as may be acceptable an Affiliate of a Partner has provided Credit Enhancement (i) in the form of a guaranty or indemnification (that is not a Non-Recourse Guaranty or Environmental Indemnity) where funds are paid to the Administrative AgentLender thereunder or costs are incurred in connection with the enforcement thereof, (ii) prior in the form of a pledge of collateral where such collateral is applied by the Lender or costs are incurred in connection with the enforcement thereof, or (iii) in the form of a letter of credit where such letter of credit is drawn upon or costs are incurred in connection with the enforcement thereof, provided, in each case above, such payment, application or draw is not incurred in connection with the fraud, gross negligence or intentional misconduct of such Partner or an Affiliate of such Partner, then such Partner shall be deemed to have made a loan to the requested Partnership in the amount of such payment, application or draw (any such loan, a “Credit Enhancement Loan”), which shall bear interest at the Default Loan Rate from the date advanced until repaid and shall be repaid on a priority basis from 100% of release. Delivery by the Borrower Distributions and shall have priority over all other payments or distributions payable to the Administrative Agent Partners hereunder. If any Credit Enhancement Loan is made under this Section, the Partner who has made such loan shall have the unilateral right to issue a funding notice to the Partners to repay such loan and, within twenty (20) days after receipt of any such request notice, each Partner shall constitute make a representation Capital Contribution equal to the Credit Enhancement Loan multiplied by its Percentage Interest (subject in JVP’s case to the Parent JVP Legacy Cap and the Borrower that JVP New Tranche Cap). If any Partner fails to make a Capital Contribution required under this Section, then the conditions non-failing Partner shall have the remedies set forth in Section 5.2(b). To the preceding sentence are extent any payment is required under either a Non-Recourse Guaranty or will Environmental Indemnity and such payment is incurred in connection with the fraud, gross negligence or intentional misconduct of JVP or an Affiliate of JVP, the JVP Legacy Cap and the JVP New Tranche Cap shall not be satisfied as of the requested date of releaseapplicable.

Guaranties. Pursuant The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees[, jointly and severally with the other Guarantors], to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (all the foregoing being hereinafter collectively called the “Obligations”). The Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary Guarantor and that the Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. The Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The obligations of the Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, this Supplemental Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of the Indenture, this Supplemental Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 7 of this Supplemental Indenture, any change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor further agrees that its guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment of the Obligations. Except as expressly set forth in Section 10.02 of the Indenture and Sections 3 and 7 of this Supplemental Indenture, the obligations of the Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by 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 the Subsidiary Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. Pursuant The Subsidiary Guarantor further agrees that its guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Subsidiary Guaranty Holders or the Trustee an addendum thereto in the form attached amount equal to the Subsidiary Guarantysum of (1) the unpaid amount of such Obligations, (2) accrued and unpaid interest on such Obligations (but only to the Parent extent not prohibited by law) and (3) all other monetary Obligations of the Company to the Holders and the Borrower shall cause each Trustee. The Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of agrees that, as between it, on the Administrative Agent one hand, and the Lenders Holders and any Specified Derivatives Providers the full payment and performance of Trustee, on the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct or indirect interest Obligations guaranteed hereby may be accelerated as provided in the Borrower since the date Article VI of the most recent Compliance Certificate Indenture for the purposes of the Subsidiary Guarantor’s guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of acceleration of such Obligations as provided in Article VI of the Parent Indenture, such Obligations (other than whether or not due and payable) shall forthwith become due and payable by the BorrowerSubsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) entering into any Guarantee of Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered rights under subsections (iii) and (v) of this Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent2. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant The Borrowers shall not, and shall not permit any of their Subsidiaries to, at any time, directly or indirectly, become or be liable in respect of any Guaranty, except: (i) Guaranties expressly permitted under Section 8.2.1 [Indebtedness]; (ii) endorsements of negotiable or other instruments for deposit or collection in the ordinary course of business; (iii) any Guaranty of an obligation of any Borrower or any of their Subsidiaries to indemnify or hold harmless any seller or buyer, as applicable, incurred in connection with an acquisition or divestiture of Capital Stock or assets permitted under this Agreement; and (iv) any Guaranty by a Loan Party or its Subsidiaries (including through the issuance of a Letter of Credit on behalf of such Person) of the obligations of any of TGI or its direct or indirect Subsidiaries not constituting Indebtedness and which is incurred in the ordinary course of business such as trade credit and obligations under real estate leases (it being understood that any such Guaranty by a Loan Party of obligations of a non-Loan Party shall not be subject to the Parent limitations in Section 8.2.4 unless and until payments are made under any such Guaranty, the Parent shall unconditionally Guarantee in favor ); (v) any Guaranty by a Loan Party or any Subsidiary thereof of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything performance of any customer contract or (b) obligations under real estate leases, in each case solely to the contrary in this Agreement extent that (w) such contract or any other Loan Documentlease, as applicable, has been sold or otherwise disposed of pursuant to a transaction that is expressly permitted hereunder, (x) concurrently such Loan Party or Subsidiary obtains an enforceable indemnity with respect to such Guaranty which is likely to be collectable in the reasonable judgment of the Borrowers, (y) immediately prior to giving effect to such sale or other disposition, such Guaranty would have been permitted under Section 8.2.3(iv) above, and (z) such Guaranty was not entered into in connection with or in contemplation of such sale or other disposition; (vi) (a) the Receivables Performance Guaranty and other Standard Securitization Undertakings in connection with the delivery of each Compliance CertificateReceivables Facility, and (b) Standard Payment Discount Undertakings in connection with a Specified Payment Discount Arrangement; and (vii) Guaranties permitted under Section 8.2.4 (other than Section 8.2.4(xii)); provided, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: clauses (i) a joinder to through (vii) above, no Guaranties will be made for the benefit of any Loan Party or Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, thereof which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required intended to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (dissolved, liquidated or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasewound up.

Guaranties. Pursuant to Neither the Parent nor any of its domestic Subsidiaries shall make, issue, or become liable on any Guaranty, except (a) Guaranties of the Parent shall unconditionally Guarantee Obligations in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms., (ab) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, Foreign Subsidiary Credit Facility Guaranty and only then if (xi) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maximum liability of the Parent owning a direct under such Guaranty is equal to or indirect interest less than $30,000,000 in principal amount plus the Borrower since the date costs of enforcement of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such SubsidiaryGuaranty, (ii) concurrently with stock of the delivery foreign Subsidiaries of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entitiesParent has been pledged (or Parent is obligated to pledge it) to Agent, and (iii) such Guaranty is unsecured, (c) unsecured Guaranties in the items ordinary course of business by the Parent requested by vendors or other third parties doing business with Subsidiaries of Parent, (d) existing Guaranties listed on Schedule 7.12, (e) unsecured Guaranties of Permitted Debt, (f) unsecured Guaranties of intercompany obligations, (g) unsecured Guaranties of performance bonds entered into in the ordinary course of Borrowers' business provided the indemnification provisions contained in the performance bonds are acceptable to Agent in its reasonable discretion, (h) Guaranties of the Permitted Revolver Obligations so long as any such guarantor delivers to Agent contemporaneously with the Guaranty of the Permitted Revolver Obligations a guaranty of the Obligations that would have been delivered under subsections (iii) and (v) is substantially identical to the Guaranty of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, Permitted Revolver Obligations or that is otherwise in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent., and (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is other unsecured Guaranties not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth permitted in the preceding sentence are or will be satisfied as provisions of this Section 7.12, provided the requested date aggregate liability of releaseall Borrowers under such Guaranties does not exceed $5,000,000 in the aggregate at any time.

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Original Indenture (other than obligations solely with respect to Securities other than the Notes), this Third Supplemental Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Original Indenture (other than obligations solely with respect to Securities other than the Notes), this Third Supplemental Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Original Indenture, this Third Supplemental Indenture, the Parent shall unconditionally Guarantee in favor 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 Administrative Agentterms or provisions of the Original Indenture, this Third Supplemental Indenture, the Lenders Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 10.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Section 8.01(b) of the Indenture and Sections 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Original Indenture, this Third Supplemental Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by 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 such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Pursuant Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guaranty Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or an addendum thereto in interest on any Guaranteed Obligation when and as the form attached same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to the Subsidiary Guarantyperform or comply with any other Guaranteed Obligation, the Parent and the Borrower shall cause each Subsidiary Guarantor hereby promises to execute a Subsidiary Guaranty unconditionally guarantying and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in favor cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything Company to the contrary in this Agreement or any Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct or indirect interest Guaranteed Obligations hereby may be accelerated as provided in the Borrower since the date Article VI of the most recent Compliance Certificate Indenture for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of acceleration of such Guaranteed Obligations as provided in Article VI of the Parent Indenture, such Guaranteed Obligations (other than the Borrowerwhether or not due and payable) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower shall forthwith become due and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed payable by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to for the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such purposes of this Section 10.01. Each Subsidiary Guarantor no longer Guarantees also agrees to pay any and all costs and expenses (or which Guarantee is being substantially concurrently releasedincluding reasonable attorneys’ fees) any other Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in rights under this Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release10.01.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, Agent and the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , and the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery within fifteen (15) Business Days of each Compliance Certificate, with respect to any Person that became becoming a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since after the date of the most recent Compliance Certificate Closing Date, or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, Subsidiary and (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii), (iv), (v), (vii) and (vvii) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant (a) During the period prior to the Parent GuarantyAcquisition Closing Date, the Parent Company shall unconditionally Guarantee in favor of execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent, Guaranties of Domestic Subsidiaries such that, at all times during such period, all Domestic Subsidiaries which are not Guarantors do not, if considered in the aggregate as a single Subsidiary, constitute a Significant Subsidiary (and for purposes of making such determination, it is acknowledged that, as provided in Rule 1-02 of Regulation S-X as currently in effect promulgated by the SEC, the investment in and advances to, and share of total assets and income of, any Domestic Subsidiary shall be determined based on the investment in and advances to, and share of total assets and income of, such Domestic Subsidiary and its Subsidiaries on a consolidated basis). (b) On and after the Acquisition Closing Date, within 45 days (or such longer period of time as the Administrative Agent shall agree) after delivery (or date of required delivery) of each set of applicable financial statements pursuant to Sections 6.1(i) and (ii), the Company shall execute and deliver, or cause to be executed and delivered, to the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent Agent, the Lenders Guaranties from its present and any Specified Derivatives Providers the full payment future Wholly Owned Domestic Restricted Subsidiaries (other than Excluded Subsidiaries and performance Immaterial Subsidiaries) such that all Wholly Owned Domestic Restricted Subsidiaries (other than Excluded Subsidiaries and Immaterial Subsidiaries) are Guarantors as of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its termsdate. (ac) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently In connection with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentsuch Guaranties, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and Company shall provide such Subsidiary shall deliver other documentation to the Administrative Agent each Agent, including, without limitation, one or more opinions of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise counsel reasonably satisfactory to the Administrative Agent. (b) The Borrower may request , corporate documents and resolutions, which in writing that the reasonable opinion of the Administrative Agent releaseis necessary or advisable in connection therewith. For the avoidance of doubt, and upon receipt of such request notwithstanding the Administrative Agent shall releaseabove, a Subsidiary Guarantor from the Guaranty for so long as: (i) such Subsidiary Guarantor is not otherwise required to be as a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly Company guarantees the Senior Notes, New Senior Unsecured Notes, Refinancing Debt, Existing Loan Agreement or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable Indebtedness for borrowed money subject to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions covenant set forth in the preceding sentence are Section 6.28 (or in each case any refinancing, renewal or replacement thereof), such Subsidiary will be satisfied as of required to guaranty the requested date of releaseObligations.

Guaranties. Pursuant Subject to the Parent Guarantythis Article Eleven, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to execute a Subsidiary Guaranty unconditionally guarantying in favor each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Administrative Agent , Company under this Indenture and the Lenders Notes and any Specified Derivatives Providers (b) the full payment and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the "Guaranteed Obligations; provided"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, howeverin whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guaranty may be released Guarantor will remain bound under this Article Eleven notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and reinstated in accordance with its terms. (a) Notwithstanding anything protest to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation Company of any of the covenants contained in Section 8.14; Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (iv1) the Administrative Agent shall have received such written request at least five failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Indenture, the Notes or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent failure of any such request shall constitute a representation by Holder or the Parent and Trustee to exercise any right or remedy against any other guarantor of the Borrower that the conditions Guaranteed Obligations; or (6) except as set forth in Section 11.06, any change in the preceding sentence are ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or will be satisfied as the Trustee to any security held for payment of the requested date Guaranteed Obligations. Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article Twelve of this Indenture, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 8.01(b), 11.02 and 11.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by 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 such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, and (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law). Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full in cash of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article Twelve of this Indenture. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article Six for the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article Six, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full The payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, Hedging Liability, and Bank Product Obligations shall at all times be guaranteed by the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders direct and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a indirect wholly-owned Domestic Subsidiary of the Parent owning a direct Borrowers pursuant to Section 12 hereof or indirect interest in the Borrower since the date of the most recent Compliance Certificate pursuant to one or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, more guaranty agreements in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent, as the same may be amended, modified or supplemented from time to time (individually a “Guaranty” and collectively the “Guaranties” and each of the Parent and each such wholly-owned Domestic Subsidiary executing and delivering this Agreement as a Guarantor (including any wholly-owned Domestic Subsidiary hereafter executing and delivering an Additional Guarantor Supplement in the form called for by Section 12 hereof) prior or a separate Guaranty being referred to herein as a “Guarantor” and collectively the “Guarantors”); provided that (a) except as set forth in Section 8.27 hereof, an Immaterial Subsidiary shall not be required to become a party to the requested date of release. Delivery by the Borrower Loan Documents as a Subsidiary Guarantor, (b) any Subsidiary (as identified in a written notice to the Administrative Agent of on or prior to the date hereof) that is prohibited by any contractual obligation existing on the Closing Date from guaranteeing the Obligations, Hedging Liability and Bank Product Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless such consent, approval, license or authorization has been received (provided that the Borrowers and the applicable Subsidiaries shall only be required to expend commercially reasonable efforts to get any such request consent, approval, license or authorization but in any event shall constitute not be required to expend any funds in relation to obtaining any of the foregoing) or which would result in a representation material adverse tax consequence to the Borrowers or one of their respective Subsidiaries, as reasonably determined in good faith by the Parent Borrowers, shall not be required to be a Subsidiary Guarantor hereunder and (c) any Subsidiary where the Borrower that burden or cost of obtaining a guarantee from such Subsidiary outweighs the conditions benefit to the Lenders, as determined in the reasonable discretion of the Administrative Agent shall not be required to be a Subsidiary Guarantor hereunder, and (d) no Excluded Subsidiary shall be required to be a Subsidiary Guarantor hereunder. Any Domestic Subsidiary becoming a Subsidiary Guarantor shall at all times thereafter remain a Guarantor except as otherwise set forth in the preceding sentence are or will Section 12.3(b). Any Domestic Subsidiary that ceases to be satisfied as an Immaterial Subsidiary shall be required to become a Subsidiary Guarantor within ten (10) Business Days of the requested date of releaseoccurrence thereof.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything In connection with any Mortgage Loan, to the contrary in this Agreement extent any guaranties or indemnities, including guaranties of non-recourse liability, completion guaranties and environmental indemnities (collectively, “Guaranties”), are required under any such Mortgage Loan or other indebtedness of the Venture or any other Loan DocumentSubsidiary, the Members shall use commercially reasonable efforts to cause a Subsidiary of the Venture to enter into such Guaranties. If such Subsidiary of the Venture is not an acceptable guarantor to the applicable lender, then the Members shall use commercially reasonable efforts to cause the Venture to enter into such Guaranties. If the Venture is not an acceptable guarantor to the applicable lender, then the Members shall jointly determine whether to proceed with obtaining such indebtedness and to provide one or more of the Members and/or their creditworthy Affiliates acceptable to the applicable lender to enter into such Guaranties (x) concurrently with the delivery “Recourse Parties”), in which case the Members shall cause a creditworthy Affiliate of each Compliance Certificate, such Member reasonably acceptable to the other Member (it being understood that any Recourse Party shall be reasonably acceptable to the other Member) to execute and deliver a contribution and indemnity agreement (“Contribution Agreement”) with respect to any Person that became a Subsidiary of Guaranties made by the Parent owning a direct Recourse Parties. Except as provided in Section 12.02(b) and 12.02(c) if any liability or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with obligation is due under any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the ParentGuaranty, the Borrower Venture or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such applicable Subsidiary shall deliver be required to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by pay for such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date liability or otherwise reasonably satisfactory to the Administrative Agentobligation. (b) The Borrower may request As between the NorthStar Member or any of its Affiliates (other than the Venture or any Subsidiary) (the “NorthStar Parties”), on the one hand, and the Formation Member or any of its Affiliates (other than the Venture or any Subsidiary) (the “Formation Parties”), on the other hand, the NorthStar Parties shall be solely liable for obligations arising under any Guaranty to the extent such liability is caused by or otherwise attributable to the actions or wrongful omissions of the NorthStar Parties, unless, in each case, a Formation Party specifically and in writing that approved or authorized such action or omission giving rise to liability. No NorthStar Party shall have a right of reimbursement or compensation from the Administrative Agent releaseVenture, any of its Subsidiaries or any Member (or Affiliates thereof) in respect of any obligations arising under this Section 12.02(b), whether by means of a right of subrogation, indemnification or otherwise, nor shall they be entitled to Capital Account credit on account of such payments, and upon receipt the NorthStar Member shall be required to fund 100% of any Additional Capital Contribution Request with respect to such liability. (c) As between the NorthStar Parties, on the one hand, and the Formation Parties, on the other hand, the Formation Parties shall be solely liable for obligations arising under any Guaranty to the extent such liability is caused by or otherwise attributable to the actions or wrongful omissions of the Formation Parties, unless, in each case, a NorthStar Party specifically and in writing approved or authorized such action or omission giving rise to liability. No Formation Party shall have a right of reimbursement or compensation from the Venture, any of its Subsidiaries or any Member (or Affiliates thereof) in respect of any obligations arising under this Section 12.02(c), whether by means of a right of subrogation, indemnification or otherwise, nor shall they be entitled to Capital Account credit on account of such request payments, and the Administrative Agent Formation Member shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise be required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation fund 100% of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received Additional Capital Contribution Request with respect to such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseliability.

Guaranties. Pursuant (a) M▇▇▇▇▇ Communications hereby guarantees to the Parent GuarantyBuyer and GateHouse Media, the Parent shall unconditionally Guarantee in favor of the Administrative Agentas a primary obligor, the Lenders and any Specified Derivatives Providers the full payment and performance by Sellers of their obligations under this Agreement and under each of the Obligations. Pursuant other agreements contemplated hereunder to which Sellers are a party (including without limitation, all amendments hereof and thereof), in each case, subject to the Subsidiary Guaranty terms, conditions and limitations hereof and thereof. M▇▇▇▇▇ Communications hereby waives suretyship defenses, demand, payment, protest and notice of dishonor or an addendum thereto in the form attached nonperformance of any such obligations (other than any copies of notices required to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in delivered under this Agreement or any other Loan Documentto M▇▇▇▇▇ Communications), (x) concurrently with the delivery and no consent of each Compliance Certificate, M▇▇▇▇▇ Communications shall be required with respect to any Person that became a Subsidiary amendment or waiver of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent this Agreement (other than the Borrowerthis Section 10.19) entering into any Guarantee that is effected in accordance with this Agreement. The liability of Indebtedness M▇▇▇▇▇ Communications under this Agreement by reason of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entitiesthis Section 10.19 is primary, and (iii) the items that would have been delivered neither Buyer nor GateHouse Media shall be required to make any demand on Sellers for performance of any of its obligations under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Datethis Agreement, in form and substance substantially consistent with such items delivered on the Closing Date nor to exhaust any legal, contractual or otherwise reasonably satisfactory equitable remedies against Sellers, prior to the Administrative Agentproceeding against M▇▇▇▇▇ Communications. (b) The Borrower may request in writing that GateHouse Media hereby guarantees to Sellers, as a primary obligor, payment and performance by Buyer of its obligations under this Agreement and under each of the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor other agreements contemplated hereunder to which Buyer is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default all amendments hereof and thereof), in each case, subject to the terms, conditions and limitations hereof and thereof. GateHouse Media hereby waives suretyship defenses, demand, payment, protest and notice of dishonor or Event nonperformance of Default resulting from a violation any such obligations (other than any copies of notices required to be delivered under this Agreement to GateHouse Media), and no consent of GateHouse Media shall be required with respect to any amendment or waiver of this Agreement (other than this Section 10.19) that is effected in accordance with this Agreement. The liability of GateHouse Media under this Agreement by reason of this Section 10.19 is primary, and neither Sellers nor M▇▇▇▇▇ Communications shall be required to make any demand on Buyer for performance of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (its obligations under this Agreement, nor to exhaust any legal, contractual or such shorter period as may be acceptable to the Administrative Agent) equitable remedies against Buyer, prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseproceeding against GateHouse Media.

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder of a Security authenticated and delivered by the Trustee and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities or other Subordinated Securities Obligations when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Obligations”). Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor shall remain bound under this Article 11 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of this Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.06, any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment and performance of the Obligations. Pursuant Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty or an addendum thereto and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in the form attached to the Subsidiary GuarantySections 8.01(b), 11.02 and 11.06, the Parent and the Borrower shall cause obligations of each Subsidiary Guarantor hereunder shall not be subject to execute a Subsidiary Guaranty unconditionally guarantying in favor any reduction, limitation, impairment or termination for any reason, 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 Administrative Agent invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the Lenders and obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Specified Derivatives Providers Holder or the full payment and Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations; providedobligations, however, that or by 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 such Subsidiary Guaranty Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be released restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and reinstated not in accordance limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with its terms. (a) Notwithstanding anything any other Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the contrary Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Obligations, (2) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (3) all other monetary Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in this Agreement or respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Obligations Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor’s Subsidiary Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt acceleration of such request the Administrative Agent Obligations as provided in Article 6, such Obligations (whether or not due and payable) shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) forthwith become due and payable by such Subsidiary Guarantor is for the purposes of this Section. Each Subsidiary Guarantor shall have the right to seek contribution from any non-paying Subsidiary Guarantor in an amount equal to such non-paying Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all of the Subsidiary Guarantors at the time of such payment as determined in accordance with GAAP, so long as the exercise of such right does not otherwise required to be a party to impair the Guaranty rights of the Holders under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Guaranty. Each Subsidiary Guarantor no longer Guarantees also agrees to pay any and all costs and expenses (or which Guarantee is being substantially concurrently releasedincluding reasonable attorneys’ fees and expenses) any other Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaserights under this Section.

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuers under this Indenture and the securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuers under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Issuers of any of the obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The Obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of this Indenture, the Lenders Securities -61- 66 or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto Except as expressly set forth in the form attached to the Subsidiary GuarantySections 8.1(b), 10.2 and 10.6, the Parent and the Borrower shall cause obligations of each Subsidiary Guarantor hereunder shall not be subject to execute a Subsidiary Guaranty unconditionally guarantying in favor any reduction, limitation, impairment or termination for any reason, 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 Administrative Agent invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the Lenders and Obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Specified Derivatives Providers Holder or the full payment and Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations; providedobligations, however, that or by 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 such Subsidiary Guaranty Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any obligation is rescinded or must otherwise be released restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuers or otherwise. In furtherance of the foregoing and reinstated not in accordance limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal of or interest on any obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with its terms. (a) Notwithstanding anything any other obligation, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the contrary in this Agreement Holders or any the Trustee an amount equal to the sum of (i) the unpaid amount of such obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not -62- 67 prohibited by law) and (iii) all other Loan Documentmonetary Obligations of the Issuers to the Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Obligations Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt acceleration of such request the Administrative Agent Obligations as provided in Article 6, such Obligations (whether or not due and payable) shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) forthwith become due and payable by such Subsidiary Guarantor is not otherwise required to be a party to for the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such purposes of this Section. Each Subsidiary Guarantor no longer Guarantees also agrees to pay any and all costs and expenses (or which Guarantee is being substantially concurrently releasedincluding reasonable attorneys, fees and expenses) any other Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaserights under this Section.

Guaranties. Pursuant Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "OBLIGATIONS"). Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of acceleration, notice of intent to accelerate and notice of protest for nonpayment. Subject to Section 6.01, each Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Guarantor hereunder shall not be affected by: (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of this Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.06, any change in the ownership of such Guarantor. Each Guarantor further agrees that its Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment and performance of the Obligations. Pursuant Each Guaranty is, to the Subsidiary Guaranty or an addendum thereto extent and in the form attached manner set forth in Article 12, subordinated and subject in right of payment to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying prior payment in favor full of the Administrative Agent principal of and premium, the Lenders if any, and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of on all Senior Indebtedness of the Parent, the Borrower or any Subsidiary Guarantor giving such Guaranty and each Guaranty is made subject to such provisions of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.this

Guaranties. Pursuant If in connection with any financing or refinancing relating solely to any Non-Rental Pool Property or the acquisition thereof that is obtained by the Partnership or any Subsidiary, any Lender requires any guaranty of non-recourse carve-outs (a “Non-Recourse Guaranty”) and/or environmental indemnity (an “Environmental Indemnity”), JVP (or a credit-worthy Affiliate acceptable to the Parent GuarantyLender) shall provide any such guaranty and/or indemnity, provided the form of such guaranty and/or indemnity is reasonably acceptable to JVP. Except as provided in the preceding sentence, none of the Partnership, the Parent General Partner, JVP or Starwood shall unconditionally Guarantee be obligated to issue any guaranties or indemnities in favor of the Administrative Agent, the Lenders and connection with any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant financing or refinancing relating to the Subsidiary Guaranty Property or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such releaseacquisition thereof, including without limitation, any completion guaranty or payment guaranty. Either a Default Partner or Event an Affiliate of Default resulting from such Partner may, on a violation of any case by case basis and in its sole judgment, but subject to obtaining the written approval of the covenants contained General Partner, Starwood and JVP, elect to provide credit enhancement for any financing or refinancing obtained by, or other obligation of, the Partnership or any Subsidiary in the form of guaranties, indemnifications, pledges of collateral or letters of credit to the provider of such loan or financing or the Person to whom such obligation is owed (a “Lender”), in each case to secure certain obligations of the Partnership or any Subsidiary (any such approved credit enhancement, shall be collectively to as “Credit Enhancement”). Credit Enhancement shall not include a Non-Recourse Guaranty or Environmental Indemnity required pursuant to the first sentence of this Section 8.14; and (iv) 9.14. To the Administrative Agent extent Starwood or an Affiliate of Starwood elects to provide Credit Enhancement, JVP shall have received the right but not the obligation to provide such written request Credit Enhancement with Starwood on a pro rata basis (based on the respective Percentage Interests of Starwood and JVP). If at least five any time, (5a) Business Days JVP or an Affiliate of JVP has provided a Non-Recourse Guaranty or an Environmental Indemnity or (b) a Partner or such shorter period as may be acceptable an Affiliate of a Partner has provided Credit Enhancement (i) in the form of a guaranty or indemnification (that is not a Non-Recourse Guaranty or Environmental Indemnity) where funds are paid to the Administrative AgentLender thereunder or costs are incurred in connection with the enforcement thereof, (ii) prior in the form of a pledge of collateral where such collateral is applied by the Lender or costs are incurred in connection with the enforcement thereof, or (iii) in the form of a letter of credit where such letter of credit is drawn upon or costs are incurred in connection with the enforcement thereof, provided, in each case above, such payment, application or draw is not incurred in connection with the fraud, gross negligence or intentional misconduct of such Partner or an Affiliate of such Partner, then such Partner shall be deemed to have made a loan to the requested Partnership in the amount of such payment, application or draw (any such loan, a “Credit Enhancement Loan”), which shall bear interest at the Default Loan Rate from the date advanced until repaid and shall be repaid on a priority basis from 100% of release. Delivery by the Borrower Distributions and shall have priority over all other payments or distributions payable to the Administrative Agent Partners hereunder. If any Credit Enhancement Loan is made under this Section, the Partner who has made such loan shall have the unilateral right to issue a funding notice to the Partners to repay such loan and, within twenty (20) days after receipt of such notice, each Partner shall make a Capital Contribution equal to the Credit Enhancement Loan multiplied by its Percentage Interest (subject in JVP’s case to the JVP Cap). If any such request Partner fails to make a Capital Contribution required under this Section, then the non-failing Partner shall constitute a representation by have the Parent and the Borrower that the conditions remedies set forth in Section 5.2(b). To the preceding sentence are extent any payment is required under either a Non-Recourse Guaranty or will Environmental Indemnity and such payment is incurred in connection with the fraud, gross negligence or intentional misconduct of JVP or an Affiliate of JVP, the JVP Cap shall not be satisfied as of the requested date of releaseapplicable.

Guaranties. Pursuant The Additional Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders Trustee and any Specified Derivatives Providers the full payment its successors and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. assigns (a) Notwithstanding anything to the contrary in this Agreement full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or any otherwise, and all other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary monetary obligations of the Parent owning a direct or indirect interest in Company under the Borrower since Indenture and the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower Securities and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities. The Borrower may request in writing Additional Subsidiary Guarantor further agrees that the Administrative Agent releaseGuaranteed Obligations may be extended or renewed, and upon receipt of such request in whole or in part, without notice to or further assent from the Administrative Agent shall release, a Additional Subsidiary Guarantor from and that the Guaranty so long as: (i) such Additional Subsidiary Guarantor is not otherwise required to be a party will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Obligation. The Additional Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation Company of any of the covenants contained in Section 8.14; Guaranteed Obligations and also waives notice of protest for nonpayment. The Additional Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Additional Subsidiary Guarantor hereunder shall not be affected by (iva) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent failure of any such request shall constitute a representation Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under the Indenture, this Supplemental Indenture, the Securities 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 the Indenture, this Supplemental Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Parent and Trustee for the Borrower that Guaranteed Obligations or any of them; (e) the conditions failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 8 of this Supplemental Indenture, any change in the preceding sentence are or will be satisfied as ownership of the requested date Additional Subsidiary Guarantor. The Additional Subsidiary Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Except as expressly set forth in Section 8.01(b) of the Indenture and Sections 4 and 8 of this Supplemental Indenture, the obligations of the Additional Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 obligations of the Additional Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by 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 the Additional Subsidiary Guarantor or would otherwise operate as a discharge of the Additional Subsidiary Guarantor as a matter of law or equity. The Additional Subsidiary Guarantor further agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Note Guarantee is released in compliance with Section 8 of this Supplemental Indenture or upon the merger or the sale of all the Capital Stock or assets of the Additional Subsidiary Guarantor in compliance with Section 4.06 or Article 5 of the Indenture. The Additional Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Additional Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Additional Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. The Additional Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the Additional Subsidiary Guarantor’s Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6 of the Indenture, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Additional Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Additional Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 3.

Guaranties. Pursuant (a) Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, the Parent shall unconditionally Guarantee in favor whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Administrative Agent, Company under this Indenture and the Lenders Securities and any Specified Derivatives Providers (b) the full payment and punctual performance within applicable grace periods of all other obligations of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent Company under this Indenture and the Borrower shall cause each Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Subsidiary Guarantor to execute a further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders Guarantor and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in Guarantor will remain bound under this Agreement Article 10 notwithstanding any extension or renewal of any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative AgentObligation. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Each Subsidiary Guarantor waives presentation to, demand of, payment from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party and protest to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation Company of any of the covenants contained in Section 8.14; Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (iv1) the Administrative Agent shall have received such written request at least five failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent failure of any such request shall constitute a representation by Holder or the Parent and Trustee to exercise any right or remedy against any other guarantor of the Borrower that the conditions Guaranteed Obligations; or (6) except as set forth in Section 10.06, any change in the preceding sentence are ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or will be satisfied as the Trustee to any security held for payment of the requested date Guaranteed Obligations. (c) Except as expressly set forth in Sections 8.01(b), 10.02, 10.05 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by 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 such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. (d) Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (e) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. (f) Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (A) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (B) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. (g) Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

Guaranties. Pursuant (a) The payment by the Company of all amounts due with respect to the Parent Guaranty, Notes and the performance by the Company of its obligations under this Agreement and the Other Agreements will be absolutely and unconditionally guaranteed by the Parent shall unconditionally Guarantee Corporation pursuant to the guaranty set forth in SECTION 11 in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance holders of the Obligations. Pursuant to Notes (the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary "Parent Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent"). (b) The Borrower payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement and the Other Agreements will also be absolutely and unconditionally guaranteed by any Material Subsidiary of the Parent Corporation to the extent contemplated by and as provided in SECTION 9.1.7 (a "Constituent Company Guarantor") pursuant to a guaranty agreement in the form contemplated by said SECTION 9.1.7 (as the same may request in writing that the Administrative Agent releasebe amended, and upon receipt of such request the Administrative Agent shall releasemodified, extended or renewed, a Subsidiary Guarantor from "Constituent Company Guaranty") and the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required Parent Corporation shall have caused the Intercreditor Agreement to be a party have been executed and delivered to the Guaranty under extent contemplated by and as provided in said SECTION 9.1.7. (c) If and to the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (extent any instrument or which Guarantee is being substantially concurrently released) any other Indebtedness agreement evidencing the direct or indirect liability of the Parent, the Borrower or any Subsidiary of the Borrower owning directly Parent Corporation for the payment of any Qualified Parity Priority Indebtedness or indirectly any Unencumbered PropertyDesignated Priority Indebtedness (the "Corresponding Subsidiary Obligation") to which any Constituent Company Guaranty corresponds is released and discharged, (iii) the holders of the Notes agree that, upon the written notice of a Responsible Officer to the holders of the Notes evidencing that such Corresponding Subsidiary Obligation has been released and discharged and provided that no Default or Event of Default has occurred and is continuing, the obligations of the applicable Constituent Company Guarantor under the Constituent Company Guaranty to which such Corresponding Subsidiary Obligation relates shall automatically terminate (and upon the written request of a Responsible Officer, the holders of the Notes shall confirm in writing the termination of the applicable Constituent Company Guaranty); provided that in the event such Constituent Company Guarantor shall again become obligated .under or with respect to the previously discharged Corresponding Subsidiary Obligation, then be in existence or would occur as a result the obligation of such release, including without limitation, a Default or Event of Default resulting from a violation of any Constituent Company Guarantor under the Constituent Company Guaranty relating to such Corresponding Subsidiary Obligation shall ipso facto again benefit the holders of the covenants contained in Section 8.14; Notes on an equal and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasepro rata basis.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full The payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, Hedging Liability, and Bank Product Obligations shall at all times be guaranteed by the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders direct and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a indirect wholly-owned Domestic Subsidiary of the Parent owning a direct Borrowers pursuant to Section 12 hereof or indirect interest in the Borrower since the date of the most recent Compliance Certificate pursuant to one or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, more guaranty agreements in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent, as the same may be amended, modified or supplemented from time to time (individually a “Guaranty” and collectively the “Guaranties” and each of the Parent and each such wholly-owned Domestic Subsidiary executing and delivering this Agreement as a Guarantor (including any wholly-owned Domestic Subsidiary hereafter executing and delivering an Additional Guarantor Supplement in the form called for by Section 12 hereof) prior or a separate Guaranty being referred to herein as a “Guarantor” and collectively the “Guarantors”); provided that (a) except as set forth in Section 8.27 hereof, an Immaterial Subsidiary shall not be required to become a party to the requested date of release. Delivery by the Borrower Loan Documents as a Subsidiary Guarantor, (b) any Subsidiary (as identified in a written notice to the Administrative Agent of on or prior to the date hereof) that is prohibited by any contractual obligation existing on the Closing Date from guaranteeing the Obligations, Hedging Liability and Bank Product Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless such consent, approval, license or authorization has been received (provided that the Borrowers and the applicable Subsidiaries shall only be required to expend commercially reasonable efforts to get any such request consent, approval, license or authorization but in any event shall constitute not be required to expend any funds in relation to obtaining any of the foregoing) or which would result in a representation material adverse tax consequence to the Borrowers or one of their respective Subsidiaries, as reasonably determined by the Parent Borrowers, shall not be required to be a Subsidiary Guarantor hereunder and (c) any Subsidiary where the Borrower that burden or cost of obtaining a guarantee from such Subsidiary outweighs the conditions benefit to the Lenders, as determined in the reasonable discretion of the Administrative Agent shall not be required to be a Subsidiary Guarantor hereunder, and (d) no Excluded Subsidiary shall be required to be a Subsidiary Guarantor hereunder. Any Domestic Subsidiary becoming a Subsidiary Guarantor shall at all times thereafter remain a Guarantor except as otherwise set forth in the preceding sentence are or will Section 12.3(b). Any Domestic Subsidiary that ceases to be satisfied as an Immaterial Subsidiary shall be required to become a Subsidiary Guarantor within ten (10) Business Days of the requested date of releaseoccurrence thereof.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything The Purchaser Guarantor absolutely, unconditionally and irrevocably guarantees the prompt payment of the Liquidated Damages if the conditions for payment are satisfied pursuant to Section 9.2(a). The foregoing obligation of the Purchaser Guarantor constitutes a continuing guarantee of payment and is and shall be absolute and unconditional under any and all circumstances, including circumstances which might otherwise constitute a legal or equitable discharge of a guarantor. The Sellers need not attempt to collect such obligation guaranteed hereunder from the Purchaser prior to enforcing their rights against the Purchaser Guarantor. The Purchaser Guarantor hereby waives (to the contrary in fullest extent permitted by applicable Law) notice of acceptance of this Agreement guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, protest, notice of dishonor or nonpayment, suit or taking of other action by the Sellers or any Affiliate thereof against, or any other Loan Documentnotice to, any party liable thereon (x) concurrently with including the delivery of each Compliance Certificate, Purchaser). Except with respect to any Person that became a Subsidiary the payment of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the ParentLiquidated Damages, the Borrower Purchaser Guarantor is not guaranteeing any other obligation, liability or any Subsidiary agreement of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative AgentPurchaser hereunder. (b) NYT absolutely, unconditionally and irrevocably guarantees the prompt payment and performance of all covenants, obligations, liabilities and agreements of the Sellers hereunder before and after Closing. The Borrower may request in writing that the Administrative Agent releaseforegoing obligation of NYT constitutes a continuing guarantee of payment and performance, and upon receipt is and shall be absolute and unconditional under any and all circumstances, including circumstances which might otherwise constitute a legal or equitable discharge of such request the Administrative Agent shall release, a Subsidiary Guarantor guarantor. The Purchaser need not attempt to collect any obligation guaranteed hereunder from the Guaranty so long as: Sellers prior to enforcing its rights against NYT. NYT hereby waives (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under fullest extent permitted by applicable Law) notice of acceptance of this guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, protest, notice of dishonor or nonpayment, suit or taking of other action by the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (Purchaser or which Guarantee is being substantially concurrently released) any Affiliate thereof against, or any other Indebtedness of the Parentnotice to, the Borrower or any Subsidiary of the Borrower owning directly or indirectly party liable thereon (including any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseSellers).

Guaranties. Pursuant The Parent Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). The Parent GuarantyGuarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Parent Guarantor and that the Parent Guarantor will remain bound under this Article II notwithstanding any extension or renewal of any Guaranteed Obligation. The Parent Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Parent Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, the Securities 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 the Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 2.06, any change in the ownership of the Parent Guarantor. The Parent Guarantor further agrees that its Parent Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. This Parent Guaranty is, to the extent and in the manner set forth in Article III, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Parent Guarantor and is made subject to such provisions of the Indenture. Except as expressly set forth in Section 8.01(b) of the Indenture and Section 2.02 and 2.06 herein, the obligations of the Parent Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 obligations of the Parent Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by 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 the Parent Guarantor or would otherwise operate as a discharge of the Parent Guarantor as a matter of law or equity. The Parent Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Parent Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Parent shall unconditionally Guarantee Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in favor cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant Company to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent Holders and the Borrower Trustee. The Parent Guarantor agrees that it shall cause each Subsidiary not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article III. The Parent Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of further agrees that, as between it, on the Administrative Agent one hand, and the Lenders Holders and any Specified Derivatives Providers the full payment and performance of Trustee, on the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct or indirect interest Guaranteed Obligations may be accelerated as provided in the Borrower since the date Article 6 of the most recent Compliance Certificate Indenture for the purposes of this Parent Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of acceleration of such Guaranteed Obligations as provided in Article 6 of the Parent Indenture, such Guaranteed Obligations (other than the Borrowerwhether or not due and payable) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower shall forthwith become due and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation payable by the Parent Guarantor for the purposes of this Section. The Parent Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Borrower that the conditions set forth Trustee or any Holder in the preceding sentence are or will be satisfied as of the requested date of releaseenforcing any rights under this Section.

Guaranties. Pursuant Seller or its Affiliates (other than the Companies) have provided certain guarantees, indemnities and similar obligations relating to Coal Sales Contracts with third parties (each, an “Existing Guaranty”). If and only to the Parent Guarantyextent that there is an Existing Guaranty related to a Coal Sales Contract to be transferred from Seller or its Affiliates (other than the Companies) to Buyer or its Affiliates (including, the Parent shall unconditionally Guarantee in favor if Closing occurs, one of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance Companies) as of the Obligations. Pursuant Closing Date, then Buyer shall cooperate with Seller to cause the Subsidiary release of each such Existing Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause substitution of Buyer and/or an Affiliate of Buyer as the guarantor, indemnitor or responsible party (a “Substitute Guaranty”) under each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor such Coal Sales Contract effective as of the Administrative Agent Closing Date. To the extent that a Substitute Guaranty related to a Coal Sales Contract transferred by Seller or its Affiliates (other than the Companies) to Buyer or its Affiliates (including, the Lenders and any Specified Derivatives Providers the full payment and performance if Closing occurs, one of the Obligations; providedCompanies) is not in effect as of the Closing Date, howeverBuyer shall indemnify and hold harmless Seller or its Affiliates, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificateas applicable, with respect to any Person that became a Subsidiary Liabilities arising out of or relating to any such Existing Guaranty to the Parent owning a direct or indirect interest extent they arise in the Borrower since first instance in connection with the date period following the Closing. Without limiting the foregoing, Buyer shall promptly, and in any event within ten (10) Business Days after receipt by Buyer of the most recent Compliance Certificate Notice from Seller of a Claim for indemnification hereunder, fully indemnify Seller from any Claim or (y) substantially concurrently demand of, or Liability with respect to, any Subsidiary of the Parent Existing Guaranty related to a Coal Sales Contract transferred by Seller or its Affiliates (other than the BorrowerCompanies) entering into any Guarantee of Indebtedness to Buyer or its Affiliates (including, if Closing occurs, one of the Parent, the Borrower or any Subsidiary Companies) that is not in effect as of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request extent they arise in writing that the Administrative Agent releasefirst instance in connection with the period following the Closing, and upon receipt of such request the Administrative Agent indemnification obligation shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required be subject to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions limitations set forth in the preceding sentence are or will be satisfied as of the requested date of releaseSection 8.4.

Guaranties. Pursuant Borrower shall on or before the Effective Date cause to be executed and delivered to Administrative Agent an unconditional guaranty of the Loan Obligations by each Person listed on Exhibit 8 pursuant to a guaranty satisfactory to Lenders. With the exception of the Discontinued Domestic Subsidiaries, the Persons listed on Exhibit 8 constitute all of the Domestic Subsidiaries of Borrower as of the Execution Date. In addition, if any Domestic Subsidiary is acquired, created or organized after the Execution Date, Borrower shall, contemporaneously with the acquisition, creation or organization of such a Subsidiary (but in no event later than 60 days after such acquisition, creation or organization), cause to be executed and delivered by such Subsidiary an unconditional guaranty of the Loan Obligations in substantially the form of an existing Guaranty and containing a joinder to the Parent GuarantyContribution Agreement (or, at the Parent shall unconditionally Guarantee in favor option of the Administrative Agent, a joinder to an existing Guaranty and the Lenders Contribution Agreement), along with, if such Subsidiary is a Material Subsidiary, the following items: (i) the Charter Documents of such Material Subsidiary; (ii) copies of all consents, licenses and any Specified Derivatives Providers approvals required in connection with the full payment execution, performance, and performance enforceability of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto joinder by such Material Subsidiary, (iii) a secretary’s or members’ certificate for such Material Subsidiary (certifying resolutions authorizing the execution, performance and delivery of such Guaranty or joinder, Charter Documents and incumbency of officers to sign such Guaranty or joinder); (iv) good standing certificates for such Material Subsidiary from the jurisdiction of its organization and each jurisdiction where the nature of extent of its business requires it to be qualified to do business; (v) a legal opinion of counsel to such Material Subsidiary in form acceptable to Administrative Agent, (vi) evidence of insurance for such Material Subsidiary in the form attached required by this Agreement. The failure to deliver to Administrative Agent such Guaranty (or joinder to an existing Guaranty) or, in the Subsidiary Guarantycase of any Material Subsidiary, any other item required by this Section within the Parent time period set forth in this Section will cause an immediate Event of Default. Borrower represents and the Borrower shall cause each Subsidiary Guarantor warrants to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , and the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary each of the Parent owning a direct or indirect interest in the Borrower since Discontinued Domestic Subsidiaries (i) as of the date of the most recent Compliance Certificate or (y) substantially concurrently with any this Agreement each such Subsidiary of the Parent has no assets (other than the Borrower) entering into any Guarantee of Indebtedness ownership of the Parentcapital securities of another Domestic Subsidiary and assets of a di minimus nature), the Borrower liabilities or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Propertybusiness operations, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery on or before June 30, 2012, each such Subsidiary will (a) convey all of each Compliance Certificate its assets to a comprehensive list of all Guarantors, which identifies the joining and departing entitiesDomestic Subsidiary that is not a Discontinued Domestic Subsidiary, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasepermanently dissolved.

Guaranties. Pursuant In the event that any entity affiliated with Tenant is formed after the Execution Date which entity conducts business in cannabis industry (each, a "New Guarantor"), Tenant shall promptly cause such New Guarantor to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary execute a Guaranty or an addendum thereto in the form attached hereto as Exhibit D and deliver such executed Guaranty to Landlord. Any failure by Tenant to provide such Guaranty within thirty (30) days following the Subsidiary Guaranty, the Parent formation of such New Guarantor shall be deemed a material default under this Lease. The obligations of each Guarantor shall be joint and the Borrower several and Tenant shall cause each Subsidiary Guarantor to execute and deliver such further documentation as may be reasonably required to confirm such Guarantor's full and unconditional guaranty of Tenant's obligations under this Lease. Notwithstanding anything in this Lease or the applicable Guaranty to the contrary, Landlord agrees to execute a Subsidiary commercially reasonable form of subordination agreement that subordinates Landlord's rights under a Guaranty unconditionally guarantying in favor to an institutional lender’s or third party financing source’s rights with respect to a contemplated financing by the applicable Guarantor, provided that the following conditions are satisfied: 1) the subordination of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance Guaranty is a requirement of the Obligationslender or other third party financing source to provide the financing to the Guarantor; providedand 2) at the time of Landlord's execution of such subordination agreement, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to neither Tenant nor any Guarantor is then in default of its obligations under the contrary in this Agreement Lease or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower Guaranty; and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that neither Tenant nor any Guarantor has defaulted on its obligations under either the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Lease or any Guaranty so long as: more than two (i2) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under times during the immediately preceding subsection prior six (a6) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasemonth period.

Guaranties. Pursuant The Borrowers shall not, and shall not permit any of their Subsidiaries to, at any time, directly or indirectly, become or be liable in respect of any Guaranty, except: (i) Guaranties expressly permitted under Section 8.2.1 [Indebtedness]; NAI-▇▇▇▇▇▇▇▇▇▇v6 (ii) endorsements of negotiable or other instruments for deposit or collection in the ordinary course of business; (iii) any Guaranty of an obligation of any Borrower or any of their Subsidiaries to indemnify or hold harmless any seller or buyer, as applicable, incurred in connection with an acquisition or divestiture of Capital Stock or assets permitted under this Agreement; (iv) any Guaranty by a Loan Party or its Subsidiaries (including through the issuance of a Letter of Credit on behalf of such Person) of the obligations of any of TGI or its Subsidiaries not constituting Indebtedness and which is incurred in the ordinary course of business such as trade credit and obligations under real estate leases (it being understood that any such Guaranty by a Loan Party of obligations of a non-Loan Party shall not be subject to the Parent limitations in Section 8.2.4 unless and until payments are made under any such Guaranty, the Parent shall unconditionally Guarantee in favor ); (v) any Guaranty by a Loan Party or any Subsidiary thereof of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything performance of any customer contract or (b) obligations under real estate leases, in each case solely to the contrary in this Agreement extent that (w) such contract or any other Loan Documentlease, as applicable, has been sold or otherwise disposed of pursuant to a transaction that is expressly permitted hereunder, (x) concurrently such Loan Party or Subsidiary obtains an enforceable indemnity with respect to such Guaranty which is likely to be collectable in the reasonable judgment of the Borrowers, (y) immediately prior to giving effect to such sale or other disposition, such Guaranty would have been permitted under Section 8.2.3(iv) above, and (z) such Guaranty was not entered into in connection with or in contemplation of such sale or other disposition; (vi) (a) the Receivables Performance Guaranty and other Standard Securitization Undertakings in connection with the delivery of each Compliance CertificateReceivables Facility, and (b) Standard Payment Discount Undertakings in connection with a Specified Payment Discount Arrangement; and (vii) Guaranties permitted under Section 8.2.4 (other than Section 8.2.4(xii)); provided, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: clauses (i) a joinder to through (vii) above, no Guaranties will be made for the benefit of any Loan Party or Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, thereof which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required intended to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (dissolved, liquidated or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasewound up.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything The Borrower will cause (i) each Subsidiary that delivers a guarantee, or otherwise incurs a Contingent Obligation, to any Person (other than to another Subsidiary or the Borrower) in respect of any Material Indebtedness to concurrently execute and deliver to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, Agent a Guaranty with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentall Obligations, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower Rate Management Obligations and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such SubsidiaryBanking Services Obligations, (ii) concurrently each Domestic Subsidiary to promptly, and in any event within 30 days when required by this clause (ii), execute and deliver to the Agent a Guaranty with the delivery of each Compliance Certificate a comprehensive list of respect to all GuarantorsObligations, which identifies the joining Rate Management Obligations and departing entitiesBanking Services Obligations, and (iii) the items that would have been delivered under subsections (iii) each Subsidiary of any Foreign Subsidiary Borrower, if any, and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Dateany other Foreign Subsidiary, in form and substance substantially consistent with such items delivered on all cases if requested by the Closing Date or otherwise reasonably satisfactory Agent, to the Administrative Agentextent they can legally do so without incurring a material tax liability and to the extent they are not prohibited by a restriction permitted under Section 6.23 hereof, to promptly execute and deliver to the Agent a Guaranty with respect to all Obligations, Rate Management Obligations and Banking Services Obligations of such Foreign Subsidiary Borrower. (b) The Borrower will cause each Subsidiary required to deliver a Guaranty hereunder, to also deliver, together with the delivery of such Guaranty, such other documents, opinions and information as the Agent may request in writing require regarding such Subsidiary and the enforceability of such Guaranty. (c) The Lenders acknowledge and agree that the Administrative Agent releasemay discharge and release any Subsidiary from a Guaranty to which it is a party pursuant to the written request of the Borrower, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: provided that (i) such Subsidiary Guarantor has been, or is not otherwise required to be a party being simultaneously, released and discharged as an obligor and guarantor under and in respect of all Material Indebtedness and the Borrower so certifies to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); Lenders in a certificate which accompanies such request for release and discharge, (ii) such Subsidiary Guarantor no longer Guarantees Guaranty is not required under Section 6.19(a) and (or which Guarantee is being substantially concurrently releasediii) any other Indebtedness at the time of the Parentsuch release and discharge, the Borrower shall deliver a certificate to the Agent the effect that no Default or Unmatured Default exists. (d) The Borrower agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any creditor of the Borrower owning directly or indirectly of any Unencumbered Property, (iii) no Default Subsidiary as consideration for or Event as an inducement to the entering into by any such creditor of Default shall then be in existence any release or would occur as a result discharge of any Guarantor with respect to any liability of such releaseGuarantor as an obligor or guarantor under or in respect of Material Indebtedness, including without limitationunless such consideration or remuneration is concurrently paid, on the same terms, ratably to the Lenders. (e) Notwithstanding the foregoing, the Borrower shall not be obligated to cause certain Subsidiaries to deliver the Guaranties required under this Section 6.19 or cause the pledge of the Capital Stock of certain Foreign Subsidiaries to the extent that all such Subsidiaries that have not delivered the Guaranties required under this Section 6.19 and all such Foreign Subsidiaries (excluding all Foreign Subsidiaries organized under the laws of India or China) that do not have 65% or more of their Capital Stock pledged under Section 2.26(a)(i) would not constitute a Default Significant Subsidiary if considered as one Subsidiary. In making such determination under this Section 6.19(e), the assets or Event of Default resulting from a violation income of any Subsidiary shall be determined using the consolidated assets and income of the covenants contained in Section 8.14; such Subsidiary and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseits subsidiaries.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything The Buyer shall use its reasonable best efforts (both before and after the Closing) to the contrary in this Agreement or any other Loan Documentobtain, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date case of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: guaranties set forth on Section 7.16 of the Seller Disclosure Schedules (each, an “Existing Seller Guaranty”) either (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list full and unconditional release of all Guarantorsof the obligations of the Seller or its Affiliates, which identifies the joining and departing entitiesas appropriate, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing DateExisting Seller Guaranty, in a form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative AgentSeller or (ii) a substitute guaranty so that the Buyer is substituted in place of the Seller or its Affiliates, as appropriate, of all of the obligations of the Seller or such Affiliates under such Existing Seller Guaranty such that the Seller or such Affiliates may terminate such Existing Seller Guaranty upon notice, without further obligation to the Seller or such Affiliates (each of (i) or (ii), a “Seller Release”). (b) The Borrower may request in writing that In the Administrative Agent releaseevent the Buyer has not, and upon receipt as of such request the Administrative Agent shall releaseClosing, obtained a Subsidiary Guarantor from the Guaranty so long as: Seller Release with respect to any Existing Seller Guaranty, (i) the Buyer shall defend, indemnify and hold harmless each of the Seller and its Affiliates (other than the Company) and their respective Representatives from and against any and all losses, liabilities, damages, obligations, payments, costs, Taxes and expenses (including the costs and expenses of any and all actions, suits, proceedings, assessments, judgments, settlements and compromises relating thereto and reasonable attorneys’ fees and reasonable disbursements in connection therewith) incurred by the Seller or any of such Subsidiary Guarantor is not otherwise required to be a party Affiliates or their respective Representatives arising out of or relating to the performance of such Existing Seller Guaranty under from and after the immediately preceding subsection (a) (after giving effect to clause (ii) hereof)Closing; (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, Buyer shall not permit the Borrower Company or any Subsidiary of its respective Affiliates to (A) renew or extend the Borrower owning directly term of, (B) increase the obligations under, or indirectly (C) transfer to another third party, any Unencumbered Propertyloan, lease, contract or other obligation for which the Seller or any of its Affiliates (other than the Company) is or would reasonably be expected to be liable under such Existing Seller Guaranty; (iii) no Default in the event the Seller or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of its Affiliates (other than the covenants contained Company) has performance obligations under any Existing Seller Guaranty, the Buyer shall (1) perform such obligations on behalf of the Seller or such Affiliates or (2) otherwise take such action as reasonably requested by the Seller so as to put the Seller or such Affiliates in Section 8.14the same position as if the Buyer, and not the Seller or such Affiliates, had performed or was performing such obligations; and (iv) the Administrative Agent Buyer shall have received such written request at least five (5) Business Days (cause the Company or such shorter period its Affiliates, as may be acceptable appropriate, as soon as is reasonably practicable, to give notice to the Administrative Agent) counterparty of the underlying contract or agreement related to such Existing Seller Guaranty of its election to terminate such underlying contract or agreement at the end of the required notice period with respect to such termination; provided, however that the Seller and its Affiliates shall not be required to terminate any contract or agreement prior to the requested date six-month anniversary of release. Delivery the Closing Date and provided further, however, that each underlying contract or agreement which permits termination upon twelve month’s notice or less shall be terminated by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as thirteen-month anniversary of the requested date of releaseClosing Date.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full The payment and performance of the Obligations. Pursuant Obligations shall be guaranteed by each Guarantor pursuant to the Subsidiary Guaranty or an addendum thereto Guaranties, each of which shall be in the form attached of Exhibit B hereto. The Borrower may, and in accordance with §6.13, shall, cause additional Subsidiaries of the Borrower to become Guarantors hereunder by causing such Subsidiary or Subsidiaries to agree to be bound by the Subsidiary provisions of the Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute and deliver a Subsidiary Guaranty unconditionally guarantying in favor of Joinder Agreement and to deliver such legal opinions and other documents and instruments as the Administrative Agent may request. The Administrative Agent shall, upon the written request of the Borrower and at the cost and expense of the Borrower, release any Guarantor from its obligations to the Administrative Agent and the Lenders and any Specified Derivatives Providers under the full payment and performance of the Obligations; provided, however, that Guaranty to which such Subsidiary Guaranty may be released and reinstated Guarantor is a party in accordance connection with its terms. (a) Notwithstanding anything to any sale of all the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery Capital Stock of each Compliance Certificate, with respect such Guarantor to any Person that became (other than the Borrower or a Subsidiary of the Parent owning Borrower) or (b) the conveyance or transfer of such Guarantor’s property and assets substantially as an entirety or the merger of such Guarantor with or into any person that, after giving effect to the transaction, is not a direct or indirect interest in the Borrower since the date Subsidiary of the most recent Compliance Certificate Borrower, in each case, to the extent such transaction is permitted by the Credit Agreement. In addition, each Guarantor shall be automatically released from its obligations under the Guaranty if (i) such Guarantor is not then a guarantor of any of the Borrower’s then outstanding publicly issued debt securities having a principal amount in excess of $100,000,000 (or (y) its guarantee thereof is to be released substantially concurrently with any Subsidiary or, upon compliance with provisions of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentinstruments governing such securities that shall be satisfied, promptly after, the Borrower or any Subsidiary release of its obligations under the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such SubsidiaryGuaranty), (ii) such Guarantor is not then a guarantor of any other then existing credit facility of the Borrower having a principal amount or committed amount in excess of $100,000,000 (or its guarantee thereof is to be released substantially concurrently with the delivery or, upon compliance with provisions of each Compliance Certificate a comprehensive list such facility that shall be satisfied, promptly after, the release of all Guarantorsits obligations under the Guaranty), which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be then a party to the Guaranty guarantor of any then outstanding commercial paper issued under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary commercial paper program of the Borrower owning directly having a principal amount in excess of $100,000,000 (or indirectly any Unencumbered Propertyits guarantee thereof is to be released substantially concurrently with or, upon compliance with provisions of such program that shall be satisfied, promptly after, the release of its obligations under the Guaranty), (iiiiv) no Default or Event of Default shall then have occurred and be in existence continuing, or would occur as a result thereof, on the date of such release and (v) the Borrower shall have provided to the Administrative Agent notice of such release, including without limitation, a Default or Event of Default resulting from a violation of any . Upon the written request of the covenants contained in Section 8.14; and (iv) Borrower, the Administrative Agent shall have received execute any documents reasonably required in order to acknowledge the release of such written request at least five (5) Business Days (or such shorter period as may be acceptable Guarantor from its obligations under the Guaranty. The Borrower shall deliver to the Administrative Agent) prior to Lenders an updated Schedule 2 upon the requested date of release. Delivery by the Borrower to the Administrative Agent release or addition of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth Guarantor as provided in the preceding sentence are or will be satisfied as of the requested date of releasethis §4.14.

Guaranties. Pursuant In the event that after the Applicable Closing Date COP or any Affiliate thereof (other than Company or its Subsidiaries) or Company or any Affiliate thereof (other than Canadian Holding Company and the Canadian Assets Subsidiaries) remains liable under or for any of the guarantees (whether of payment or performance), letters of credit or other undertakings it has delivered prior to the Parent GuarantyApplicable Closing Date to others for the benefit of the Empress System Business or the Canadian Assets Business, as applicable and that are described on Schedule 7.12 of the COP Disclosure Schedule or Schedule 7.12 of the Company Disclosure Schedule, as applicable (collectively, the Parent shall unconditionally Guarantee in favor of the Administrative Agent“Undertakings”), the Lenders Applicable Transferee agrees to indemnify and hold harmless the Applicable Transferor or such Affiliate thereof from any Specified Derivatives Providers cost, expense or loss (including reasonable attorneys’ fees) incurred by the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty Applicable Transferor or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement Affiliate thereof arising directly or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, indirectly therefrom with respect to any Person that became post-Applicable Closing periods except insofar as such cost, expense or loss constitutes or arises from a Subsidiary matter with respect to which the Applicable Transferee is entitled to indemnification hereunder. Any reasonable out-of-pocket expense incurred by the Applicable Transferor with respect to maintaining such support for periods after the Applicable Closing Date shall be reimbursed to the Applicable Transferor by the Applicable Transferee. Each Applicable Transferee shall use its reasonable efforts (including an offer of a substitute guarantee, letter of credit or undertaking) to cause or procure the release, within six months of the Parent owning a direct Applicable Closing Date, of all liabilities or indirect interest in the Borrower since the date obligations of the most recent Compliance Certificate each Applicable Transferor or (y) substantially concurrently with any Subsidiary of the Parent Affiliate thereof (other than the BorrowerApplicable Transferee or its Subsidiaries) entering into any Guarantee of Indebtedness with respect to the Undertakings designated as “Release Undertakings” on Schedule 7.12 of the Parent, the Borrower COP Disclosure Schedule or any Subsidiary Schedule 7.12 of the Borrower owning directly or indirectly any Unencumbered PropertyCompany Disclosure Schedule, the Parentas applicable, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (liabilities or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as obligations of the requested date of releaseEmpress System Business or the Canadian Assets Business, as applicable, for post-Closing periods.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything In consideration for and as an inducement to the contrary in Buyers to enter into this Agreement, Culligan Parent does hereby, on behalf of itself, its successors and assigns, unconditionally guarantee to the Buyers the full and prompt performance of all obligations and Liabilities of every kind and nature arising under this Agreement or any other Loan DocumentTransaction Document of the Sellers to the Buyers (including prompt and punctual payment of any and all amounts that may be or become due by the Sellers to the Buyers from time to time under this Agreement), howsoever evidenced, whether now existing or hereafter created or arising, whether direct or indirect, absolute or contingent, or joint or several (x) concurrently with the delivery of each Compliance Certificate“Culligan Guaranty”). This Culligan Guaranty shall be continuing, with respect absolute, present and unconditional and shall remain in full force and effect and extend to any Person that became a Subsidiary renewal, extension, indulgence, modification or amendment of this Agreement, whether or not Culligan Parent shall have notice thereof. Culligan Parent shall reimburse or pay all Losses paid or incurred by the Parent owning a direct Buyers in protecting, defending or indirect interest enforcing this Culligan Guaranty in the Borrower since the date of the most recent Compliance Certificate any Proceeding or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentotherwise. (b) The Borrower may request in writing Culligan Parent hereby agrees that the Administrative Agent release, and upon receipt of such request the Administrative Agent it shall release, a Subsidiary Guarantor not be released from the Guaranty so long as: obligations of this Section 11.3, nor shall said obligations be diminished or otherwise affected by any assignment of this Agreement or the other Transaction Documents, by any extension of time or other indulgence granted to the Sellers or by any waiver with respect to the terms or conditions of this Agreement or any other Transaction Document, or with respect to the performance and observance of any of the other obligations of the Sellers under this Agreement or the other Transaction Documents, or by any other matter whatsoever whereby the guarantor would or might be released. Culligan Parent waives (i) such Subsidiary Guarantor is not otherwise required all notices of any kind whatsoever with respect to be a party this Agreement or the other Transaction Documents and all other obligations of the Sellers to the Guaranty under Buyers relating to this Agreement or the immediately preceding subsection (a) (after giving effect to clause (ii) hereof)other Transaction Documents, including notice of any default, of presentment, of protest, of demand, of notice of non-payment, of notice of dishonor, and notice of protest; (ii) such Subsidiary Guarantor no longer Guarantees (or the right to require, and the benefit of any Law which Guarantee is being substantially concurrently released) may require, the enforcement of any other Indebtedness rights before enforcing the Liability of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, guarantor; (iii) no Default all defenses whatsoever to its Liability under this Section 11.3 except the defense of payment and (iv) any and all claims to subrogation to the rights of the Buyers should the guarantor be required to make any payment or Event perform any obligation hereunder until all of Default the obligations of the Sellers to the Buyers shall then have been satisfied in full. Culligan Parent hereby agrees that the Buyers may proceed against it directly and independently of the Sellers. (c) In consideration for and as an inducement to the Sellers to enter into this Agreement, Primo Parent does hereby, on behalf of itself, its successors and assigns, unconditionally guarantee to the Sellers the full and prompt performance of all obligations and Liabilities of every kind and nature arising under this Agreement or any other Transaction Document of the Buyers to the Sellers (including prompt and punctual payment of any and all amounts that may be or become due by the Buyers to the Sellers from time to time under this Agreement), howsoever evidenced, whether now existing or hereafter created or arising, whether direct or indirect, absolute or contingent, or joint or several (the “Primo Guaranty”). This Primo Guaranty shall be continuing, absolute, present and unconditional and shall remain in existence full force and effect and extend to any renewal, extension, indulgence, modification or would occur as a result amendment of such releasethis Agreement, including without limitationwhether or not Primo Parent shall have notice thereof. Primo Parent shall reimburse or pay all Losses paid or incurred by the Sellers in protecting, a Default defending or Event enforcing this Primo Guaranty in any Proceeding or otherwise. (d) Primo Parent hereby agrees that it shall not be released from the obligations of Default resulting from a violation this Section 11.3, nor shall said obligations be diminished or otherwise affected by any assignment of this Agreement or the other Transaction Documents, by any extension of time or other indulgence granted to the Buyers or by any waiver with respect to the terms or conditions of this Agreement or any other Transaction Document, or with respect to the performance and observance of any of the covenants contained in other obligations of the Buyers under this Agreement or the other Transaction Documents, or by any other matter whatsoever whereby the guarantor would or might be released. Primo Parent waives (i) all notices of any kind whatsoever with respect to this Agreement or the other Transaction Documents and all other obligations of the Buyers to the Sellers relating to this Agreement or the other Transaction Documents, including notice of any default, of presentment, of protest, of demand, of notice of non-payment, of notice of dishonor, and notice of protest; (ii) the right to require, and the benefit of any Law which may require, the enforcement of any other rights before enforcing the Liability of the guarantor; (iii) all defenses whatsoever to its Liability under this Section 8.14; 11.3 except the defense of payment and (iv) any and all claims to subrogation to the Administrative Agent rights of the Sellers should the guarantor be required to make any payment or perform any obligation hereunder until all of the obligations of the Buyers to the Sellers shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of releasebeen satisfied in full. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Primo Parent and the Borrower hereby agrees that the conditions set forth in the preceding sentence are or will be satisfied as Sellers may proceed against it directly and independently of the requested date of releaseBuyers.

Guaranties. Pursuant The New Guarantor hereby unconditionally guarantees, ----------- jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of (and premium, if any) and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). The New Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the New Guarantor and that the New Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Obligation. The New Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. The New Guarantor waives notice of any default under the Securities or the Obligations. The obligations of the New Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of the Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of the New Guarantor. The New Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment and performance of the Obligations. Pursuant Except as expressly set forth in Sections 803, 1017, 1019, 1202 and 1203 of the Indenture, the obligations of the New Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Subsidiary Guaranty invalidity, illegality or an addendum thereto unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the New Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; providedobligations, howeveror by 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 the New Guarantor or would otherwise operate as a discharge of the New Guarantor as a matter of law or equity. The New Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, that such Subsidiary Guaranty as the case may be, if at any time payment, or any part thereof, of principal of or (premium, if any) interest on any Obligation is rescinded or must otherwise be released restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and reinstated not in accordance limitation of any other right which any Holder or the Trustee has at law or in equity against the New Guarantor by virtue hereof, upon the failure of the Company to pay the principal of (or premium, if any) or interest on any Obligation when and as the same shall become due, whether at Stated Maturity, by acceleration, by redemption or otherwise, or to perform or comply with its terms. (a) Notwithstanding anything any other Obligation, the New Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the contrary in this Agreement Holders or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver Trustee an amount equal to the Administrative Agent each sum of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt unpaid amount of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.Obligations,

Guaranties. Pursuant Company shall not, nor allow any Subsidiary, to the Parent Guarantyassume, the Parent shall unconditionally Guarantee in favor guaranty, endorse or otherwise be or become directly or contingently responsible or liable for obligations of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: except (i) a joinder to guaranties by endorsement of negotiable instruments for deposit or collection in the Subsidiary Guaranty executed by such Subsidiaryordinary course of business, (ii) concurrently with guaranties of loans to its shareholder employees from third party financial institutions to facilitate acquisition by said shareholder employees of capital stock of the delivery of each Compliance Certificate a comprehensive list of all GuarantorsCompany provided written consent is obtained from Bank which shall not be unreasonably withheld, which identifies the joining and departing entities, and (iii) that certain Guaranty of the items Liabilities executed by Diamond Management & Technology Consultants NA, Inc., an Illinois corporation, (iv) that would have been delivered under subsections (iii) certain Guaranty of the Liabilities executed by Diamond Partners Limited, a United Kingdom corporation, and (v) all guaranties of the Liabilities executed by any Subsidiary in accordance with Section 5.13 of this Agreement.” (v) The first paragraph of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date9.11 entitled, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory “Submission to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent releaseJurisdiction, and upon receipt Waiver of such request the Administrative Agent shall releaseJury Trial” is hereby restated to read as follows: “TO INDUCE THE BANK TO MAKE THE LOAN EVIDENCED BY THIS AGREEMENT, a Subsidiary Guarantor from the Guaranty so long asTHE COMPANY IRREVOCABLY AGREES THAT, ALL ACTIONS ARISING DIRECTLY OR INDIRECTLY AS A RESULT OR IN CONSEQUENCE OF THIS AGREEMENT OR ANY OTHER AGREEMENT WITH THE BANK, SHALL BE INSTITUTED AND LITIGATED ONLY AS FOLLOWS: (iA) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection ALL ACTIONS INSTITUTED BY THE COMPANY SHALL ONLY BE INSTITUTED IN COURTS HAVING SITUS IN THE CITY OF CHICAGO, ILLINOIS, AND (aB) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the ParentALL ACTIONS INSTITUTED BY BANK, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered PropertySHALL AT BANK’S SOLE DISCRETION, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such releaseONLY BE INSTITUTED IN COURTS HAVING SITUS EITHER IN THE CITY OF CHICAGO, including without limitationILLINOIS OR THE CITY OF LONDON, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseENGLAND AND THE COMPANY HEREBY CONSENTS TO THE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED AND HAVING ITS SITUS IN CHICAGO, ILLINOIS OR OF THE HIGH COURT OF ENGLAND AND WALES HAVING ITS SITUS IN LONDON, ENGLAND, AND WAIVES ANY OBJECTION BASED ON FORUM NONCONVENIENS, AND THE COMPANY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS, AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE BORROWER AT THE ADDRESS INDICATED IN THE BANK’S RECORDS IN THE MANNER PROVIDED BY APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE.”

Guaranties. Pursuant If a Guaranty has been provided for any particular Series of Securities pursuant to Section 2.3, the Guarantor hereby unconditionally and irrevocably guarantees, to each Holder of Securities of such Series, to each applicable Trustee and its successors and assigns (a) the full and punctual payment of all of the principal of, and any premium and interest on, the Securities of such Series when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities of such Series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture with respect to the Parent GuarantySecurities of such Series and under the Securities of such Series (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each of Guaranty shall be an unsecured, unsubordinated obligation of the Guarantor ranking pari passu with other present and future unsecured, unsubordinated obligations of the Guarantor. The Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantor and that such Guarantor will remain bound under this Article Eleven notwithstanding any extension or renewal of any Guaranteed Obligation. In addition, if a Guaranty has been provided pursuant to Section 2.3 for a particular Series of Securities, the Parent shall unconditionally Guarantee in favor Guarantor waives (1) presentation to, demand of, payment from and protest to the Company of any of the Administrative AgentGuaranteed Obligations and also waives notice of protest for nonpayment and (2) notice of any default under the Securities of such Series or the Guaranteed Obligations, and agrees that the Holders of such Securities may exercise their rights of enforcement under its Guaranty without first exercising their rights of enforcement directly against the Company. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or any Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Lenders Securities 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 Securities or any other agreement; (d) the release of any security held by any Holder or any Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or any Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the name, objects, businesses, assets, capital structure, constitution or ownership of the Guarantor or the Company, or by any merger or amalgamation of the Company or the Guarantor with any Person or Persons, except as otherwise provided in the applicable provisions of this Indenture. In the case of the Company being amalgamated with another Person, the Guaranty shall apply to the liabilities of the successor Person, and the term “Company” shall include such successor Person. If a Guaranty has been provided for a particular Series of Securities pursuant to Section 2.3, the Guarantor further agrees that each of the Guaranties constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or any Trustee to any security held for payment of the Guaranteed Obligations. The obligations of the Guarantor hereunder are and shall be absolute and unconditional and any Specified Derivatives Providers moneys or amounts expressed to be owing or payable by the full Guarantor hereunder which may not be recoverable from the Guarantor on the basis of a guarantee or as surety shall be recoverable from the Guarantor as a primary obligor and principal debtor in respect thereof. The Trustee shall not be bound to exhaust its recourse against the Company or other parties before being entitled to demand payment from or performance by the Guarantor and enforce its rights under this Article Eleven in respect of any Guaranty. If a Guaranty has been provided for a particular Series of Securities pursuant to Section 2.3, the obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 obligations of the Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or any Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by 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 the Guarantor or would otherwise operate as a discharge of the Guarantor as a matter of law or equity. Pursuant If a Guaranty has been provided for a particular Series of Securities pursuant to Section 2.3, the Guarantor further agrees that its Guaranteed Obligations herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, or premium or interest on, any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or any Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or any Trustee has at law or in equity against the Guarantor by virtue hereof, upon the failure of the Company to pay the principal of, or premium or interest on, any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by any Trustee, forthwith pay, or cause to be paid, in cash in the applicable Currency, to the Subsidiary Guaranty Holders or the Trustees an addendum thereto in the form attached amount equal to the Subsidiary Guarantysum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the Parent extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Borrower shall cause each Subsidiary Trustees. The Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of agrees that, as between it, on the Administrative Agent one hand, and the Lenders Holders and any Specified Derivatives Providers the full payment and performance of Trustees, on the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct or indirect interest Guaranteed Obligations may be accelerated as provided in Article Five for the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation purposes of any of the covenants contained Guarantor’s Guaranties herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in Section 8.14; respect of the Guaranteed Obligations, and (ivy) in the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent event of any declaration of acceleration of such request Obligations as provided in Article Five, such Guaranteed Obligations (whether or not due and payable) shall constitute forthwith become due and payable by such Guarantor for the purposes of this Section. If a representation Guaranty has been provided for a particular Series of Securities pursuant to Section 2.3, the Guarantor also agrees to pay any and all costs and expenses (including reasonable fees and expenses of attorneys and other agents) incurred by the Parent and the Borrower that the conditions set forth any Trustee or any Holder in the preceding sentence are or will be satisfied as of the requested date of releaseenforcing any rights under this Section.

Guaranties. Pursuant In the event that any entity becomes an affiliate of Tenant after the Execution Date which entity conducts business in cannabis industry (each, a "New Guarantor"), Tenant shall promptly cause such New Guarantor to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary execute a Guaranty or an addendum thereto in the form attached hereto as Exhibit D and deliver such executed Guaranty to Landlord. Any failure by Tenant to provide such Guaranty within thirty (30) days following the Subsidiary Guaranty, the Parent formation of such New Guarantor shall be deemed a material default under this Lease. The obligations of each Guarantor shall be joint and the Borrower several and Tenant shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that deliver such Subsidiary Guaranty further documentation as may be released reasonably required to confirm such Guarantor's full and reinstated in accordance unconditional guaranty of Tenant's obligations under this Lease. For purposes of this Section 34, an “entity affiliated with its terms. Tenant” shall mean any entity (a) that is a subsidiary of PharmaCann LLC, an Illinois limited liability company (“PharmaCann LLC”) or (b) that PharmaCann LLC holds an equity interest in, directly or indirectly; provided that, Landlord shall be entitled to seek recourse only against the interests of Tenant or PharmaCann LLC in any such New Guarantor, and the form of Guaranty shall be conformed accordingly for any such New Guarantor. Notwithstanding anything in this Lease or the applicable Guaranty to the contrary in this Agreement contrary, Landlord agrees to execute a commercially reasonable form of subordination agreement that subordinates Landlord's rights under a Guaranty to an institutional lender’s or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, third party financing source’s rights with respect to any Person a contemplated financing by the applicable Guarantor, provided that became a Subsidiary the following conditions are satisfied: 1) the subordination of the Parent owning Guaranty is a direct or indirect interest in the Borrower since the date requirement of the most recent Compliance Certificate lender or other third party financing source to provide the financing to the Guarantor; and 2) at the time of Landlord's execution of such subordination agreement, (ya) substantially concurrently with neither Tenant nor any Subsidiary Guarantor is then in default of its obligations under the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower Lease or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower Guaranty; and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that neither Tenant nor any Guarantor has defaulted on its obligations under either the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Lease or any Guaranty so long as: more than two (i2) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under times during the immediately preceding subsection prior six (a6) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasemonth period.

Guaranties. Pursuant (a) Buyer Parent hereby unconditionally and absolutely guarantees to Seller Parent and Sellers the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders prompt and any Specified Derivatives Providers the full payment and performance of all covenants, agreements and other obligations of Buyers under this Agreement and the ObligationsAncillary Agreements, including payment of the Purchase Price and all of Buyers' indemnification obligations pursuant to ARTICLE XI. Pursuant The foregoing guaranty shall be direct, absolute, irrevocable and unconditional and shall not be impaired irrespective of any modification, release, supplement, extension or other change in the terms of all or any of the obligations of Buyers under this Agreement or the Ancillary Agreements or for any other reason whatsoever. Buyer Parent hereby waives any requirement of promptness, diligence or notice with respect to the Subsidiary Guaranty foregoing guaranty and any requirement that the Seller Parent or an addendum thereto Sellers exhaust any right or take any action against Buyers in the form attached respect of any of their obligations hereunder. (b) Capital hereby unconditionally and absolutely guarantees to the Subsidiary Guaranty, the Seller Parent and Sellers the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders prompt and any Specified Derivatives Providers the full payment and performance of the Obligations; providedall covenants, however, that such Subsidiary Guaranty may be released agreements and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in other obligations of Buyer Parent and Buyers under this Agreement or any other Loan Documentand the Ancillary Agreements, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary including payment of the Parent owning a direct or indirect interest in the Borrower since the date Purchase Price and all of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the ParentBuyers' indemnification obligations pursuant to ARTICLE XI. The foregoing guaranty shall be direct, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Propertyabsolute, the Parentirrevocable and unconditional and, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur except as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the immediately preceding sentence are sentence, shall not be impaired irrespective of any modification, release, supplement, extension or will be satisfied as other change in the terms of all or any of the requested date obligations of Buyer Parent or Buyers under this Agreement or the Ancillary Agreements or for any other reason whatsoever. Capital hereby waives any requirement of promptness, diligence or notice with respect to the foregoing guaranty and any requirement that the Seller Parent or Sellers exhaust any right or take any action against Buyer Parent or Buyers in respect of any of its obligations hereunder. (c) Seller Parent hereby unconditionally and absolutely guarantees to Buyer Parent and Buyers the prompt and full payment and performance of all covenants, agreements and other obligations of Sellers under this Agreement and the Ancillary Agreements, including payment of any adjustment to the Purchase Price pursuant to ARTICLE II and all of Sellers' indemnification obligations pursuant to ARTICLE XI. The foregoing guaranty shall be direct, absolute, irrevocable and unconditional and shall not be impaired irrespective of any modification, release, supplement, extension or other change in the terms of all or any of the obligations of Sellers under this Agreement or the Ancillary Agreements or for any other reason whatsoever. Seller Parent hereby waives any requirement of promptness, diligence or notice with respect to the foregoing guaranty and any requirement that Buyer Parent or Buyers exhaust any right or take any action against Sellers in respect of any of their obligations hereunder.

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of this Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee -67- 74 of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full payment of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 8.02, 11.02 and 11.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by 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 such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Pursuant to the Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or an addendum thereto be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the form attached Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the Subsidiary Guarantyprincipal of, premium, if any, or interest on any Obligation when and as the Parent and the Borrower same shall cause become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Subsidiary Guarantor hereby promises to execute a Subsidiary Guaranty unconditionally guarantying and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in favor cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything Company to the contrary Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in this Agreement or respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Obligations Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt acceleration of such request the Administrative Agent Obligations as provided in Article 6, such Obligations (whether or not due and payable) shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) forthwith become due and payable by such Subsidiary Guarantor is not otherwise required to be a party to for the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such purposes of this Section. Each Subsidiary Guarantor no longer Guarantees also agrees to pay any and all costs and expenses (or which Guarantee is being substantially concurrently releasedincluding reasonable attorneys' fees) any other Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaserights under this Section.

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of this Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Subsidiary Guarantor (except as provided in Section 11.06). Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment and performance of the Obligations. Pursuant Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty or an addendum thereto and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in the form attached to the Subsidiary GuarantySections 8.01(b), 11.02 and 11.06, the Parent and the Borrower shall cause obligations of each Subsidiary Guarantor hereunder shall not be subject to execute a Subsidiary Guaranty unconditionally guarantying in favor any reduction, limitation, impairment or termination for any reason, 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 Administrative Agent invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the Lenders and obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Specified Derivatives Providers Holder or the full payment and Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations; providedobligations, however, that or by 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 such Subsidiary Guaranty Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be released restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and reinstated not in accordance limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with its terms. (a) Notwithstanding anything any other Obligation, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the contrary Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in this Agreement or respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Obligations Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt acceleration of such request the Administrative Agent obligations as provided in Article 6, such Obligations (whether or not due and payable) shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) forthwith become due and payable by such Subsidiary Guarantor is not otherwise required to be a party to for the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such purposes of this Section. Each Subsidiary Guarantor no longer Guarantees also agrees to pay any and all costs and expenses (or which Guarantee is being substantially concurrently releasedincluding reasonable attorneys' fees) any other Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaserights under this Section.

Guaranties. Pursuant Each Subsidiary Guarantor of a series of Securities hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder of such series and to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders Trustee and any Specified Derivatives Providers the full payment its successors and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. assigns (a) Notwithstanding anything the full and punctual payment of principal of and interest on the Securities of such series when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture with respect to such series and the contrary in Securities of such series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Agreement or any other Loan Document, Indenture with respect to such series and the Securities of such series (x) concurrently with all the delivery of each Compliance Certificateforegoing, with respect to any Person that became a Subsidiary series of Securities, being hereinafter collectively called the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a "Guaranteed Obligations"). Each Subsidiary Guarantor on of a series of Securities further agrees that the Closing DateGuaranteed Obligations with respect to such series may be extended or renewed, in form and substance substantially consistent with such items delivered on the Closing Date whole or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent releasepart, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor without notice or further assent from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) and that such Subsidiary Guarantor no longer Guarantees (will remain bound under this Article 10 notwithstanding any extension or which Guarantee is being substantially concurrently released) renewal of any other Indebtedness Obligation with respect to such series. Each Subsidiary Guarantor of a series of Securities waives presentation to, demand of, payment from and protest to the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation Company of any of the covenants contained in Section 8.14; Guaranteed Obligations with respect to such series and also waives notice of protest for nonpayment. Each Subsidiary Guarantor of a series of Securities waives notice of any default under the Securities of such series or the Guaranteed Obligations of such series. The obligations of each Subsidiary Guarantor hereunder of a series of Securities shall not be affected by (iv1) the Administrative Agent shall have received failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor of such written request at least five series) under this Indenture with respect to such series, the Securities of such series or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture with respect to such series, the Securities of such series or any other agreement; (4) the release of any security held by any Holder of such series or the Trustee for the Guaranteed Obligations of such series or any of them; (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent failure of any Holder of such request shall constitute a representation by series or the Parent and Trustee to exercise any right or remedy against any other guarantor of the Borrower that the conditions Guaranteed Obligations of such series; or (6) except as set forth in Section 10.06, any change in the preceding sentence are ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor of a series of Securities further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder of such series or will be satisfied as the Trustee for such series to any security held for payment of the requested date Guaranteed Obligations of such series. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor of a series of Securities hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 of such series or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor of a series of Securities herein shall not be discharged or impaired or otherwise affected by the failure of any Holder of such series or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture with respect to such series, the Securities of such series or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by 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 such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor of a series of Securities further agrees that its Subsidiary Guarantee with respect to such series herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation with respect to such series is rescinded or must otherwise be restored by any Holder of such series or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder of a series of Securities or the Trustee has at law or in equity against any Subsidiary Guarantor of such series by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation with respect to such series when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation with respect to such series, each Subsidiary Guarantor of such series hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders of such series or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Holders of such series and the Trustee. Each Subsidiary Guarantor of a series of Securities agrees that, as between it, on the one hand, and the Holders of such series and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations with respect to such series hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor's Subsidiary Guarantee with respect to such series herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations with respect to such series guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section 10.01. Each Subsidiary Guarantor of a series of Securities also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

Guaranties. Pursuant Each of the New Subsidiary Guarantors hereby unconditionally and irrevocably guarantees, jointly and severally with the other Subsidiary Guarantors, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each of the New Subsidiary Guarantors further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from such New Subsidiary Guarantor and that such New Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation. To the fullest extent permitted by law, each of the New Subsidiary Guarantors waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. To the fullest extent permitted by law, each of the New Subsidiary Guarantors waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each of the New Subsidiary Guarantors hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, this Supplemental Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of the Indenture, this Supplemental Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) except as set forth in Section 11.06 of the Indenture, any change in the ownership of any such New Subsidiary Guarantor. Each of the New Subsidiary Guarantors further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. The Subsidiary Guaranty in respect of each of the New Subsidiary Guarantors is, to the extent and in the manner set forth in Article 12 of the Indenture, subordinated and subject in right of payment to the prior payment in full payment of the principal of and premium, if any, and interest on all Senior Indebtedness of each of the New Subsidiary Guarantors and the Subsidiary Guaranty is made subject to the provisions of the Indenture. Except as expressly set forth in Section 8.01(b), 11.02 and 11.06 of the Indenture, to the fullest extent permitted by law, the obligations of each of the New Subsidiary Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and, to the fullest extent permitted by law, 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 obligations of each of the New Subsidiary Guarantors herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by 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 such New Subsidiary Guarantor or would otherwise operate as a discharge of such New Subsidiary Guarantor as a matter of law or equity. Pursuant Each of the New Subsidiary Guarantors further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any New Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each of the New Subsidiary Guarantors hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Subsidiary Guaranty Holders or the Trustee an addendum thereto in the form attached amount equal to the Subsidiary Guarantysum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the Parent extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor Trustee. Each of the Administrative Agent , New Subsidiary Guarantors agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Lenders and any Specified Derivatives Providers the full payment and performance Guaranteed Obligations are subordinated as provided in Article 12 of the Obligations; providedIndenture. Each of the new Subsidiary Guarantors agrees that, howeveras between it, that such Subsidiary Guaranty may be released on the one hand, and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any Holders and the Trustee, on the other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct or indirect interest Guaranteed Obligations may be accelerated as provided in the Borrower since the date Article 6 of the most recent Compliance Certificate Indenture for the purposes of such New Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) substantially concurrently with in the event of any Subsidiary declaration of acceleration of such Guaranteed Obligations as provided in Article 6 of the Parent Indenture, such Guaranteed Obligations (other than whether or not due and payable) shall forthwith become due and payable by such New Subsidiary Guarantor for the Borrower) entering into any Guarantee purposes of Indebtedness this Supplemental Indenture. Each of the Parent, New Subsidiary Guarantors also agrees to pay any and all costs and expenses (including attorneys' fees) incurred by the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered rights under subsections (iii) and (v) of this Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent2. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, the Parent shall unconditionally Guarantee in favor whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Administrative Agent, Company under this Indenture and the Lenders Securities and any Specified Derivatives Providers (b) the full payment and punctual performance within applicable grace periods of all other obligations of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent Company under this Indenture and the Borrower shall cause each Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Subsidiary Guarantor to execute a further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders Guarantor and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and reinstated in accordance with its terms. (a) Notwithstanding anything protest to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation Company of any of the covenants contained in Section 8.14; Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (iv1) the Administrative Agent shall have received such written request at least five failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent failure of any such request shall constitute a representation by Holder or the Parent and Trustee to exercise any right or remedy against any other Guarantor of the Borrower that the conditions Guaranteed Obligations; or (6) except as set forth in Section 10.06, any change in the preceding sentence are ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or will be satisfied as the Trustee to any security held for payment of the requested date Guaranteed Obligations. Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by 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 such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of this Section. Each Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.

Guaranties. Pursuant In order to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, induce the Lenders to enter into this Agreement and any Specified Derivatives Providers to make the full payment and performance of the Obligations. Pursuant Loans to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary GuarantyBorrower hereunder, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms.Borrower other than Church Creek Corporation agrees as follows: (a) Notwithstanding anything Each such Subsidiary of Borrower hereby unconditionally (subject to the contrary next paragraph) and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of the principal and interest (including, without limitation, interest which, but for the filing of a petition in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, bankruptcy with respect to any Person Borrower would accrue hereunder) on all Loans made to Borrower, and the full and punctual payment of all other amounts payable by Borrower under this Agreement (including amounts that became a Subsidiary would become due but for the operation of the Parent owning a direct or indirect interest in the Borrower since the date automatic stay under Section 362(a) of the most recent Compliance Certificate or (y) substantially concurrently with United States Bankruptcy Code). Upon failure by Borrower to pay punctually any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentsuch amount, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and each such Subsidiary shall deliver forthwith on demand pay the amount not so paid as if that Subsidiary instead of Borrower were expressed to be the principal obligor. The obligations of each Subsidiary of Borrower under this Section 9 shall be limited to a maximum aggregate amount equal to the Administrative Agent largest amount that would not render its obligations subject to avoidance as a fraudulent transfer or conveyance under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code or any applicable provisions of comparable state law, in each case after giving effect to all other liabilities of the following: relevant Subsidiary (icontingent or otherwise) that are relevant under those laws. In order to provide for just and equitable contribution among the Subsidiaries of Borrower, each such Subsidiary agrees that if any other Subsidiary makes payments under this Section 9 in an aggregate amount in excess of the net value of the benefits received by such other Subsidiary and its own Subsidiaries from extensions of credit under this Agreement, then the Subsidiary which has made such excess payments shall have a joinder right of contribution against the other Subsidiaries of Borrower for such excess. However, this right of contribution shall be subject to Section 9.1(e) in all respects. Each Subsidiary of Borrower acknowledges that the giving by it of this guarantee is a condition precedent to the Subsidiary Guaranty executed making or maintenance of the Loans to Borrower and also acknowledges that a portion of the proceeds of the Loans may be advanced to it by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entitiesBorrower, and (iii) accordingly the items that would have been delivered under subsections (iii) obligations guaranteed are being incurred for, and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Datewill inure to, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentits benefit. (b) The obligations of each Subsidiary of Borrower may request hereunder shall be unconditional, irrevocable, direct and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by (and, to the fullest extent permitted by law, each such Subsidiary waives its rights in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: connection with): (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause any extension, increase, renewal, settlement, compromise, waiver or release in respect of any obligation of Borrower hereunder, by operation of law or otherwise; (ii) hereof); any modification or amendment of or supplement to this Agreement; (iiiii) any release, impairment, non-perfection or invalidity of any direct or indirect security (if any) for any obligation of Borrower under this Agreement; (iv) any change in the trust existence, structure or ownership of Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Borrower or its assets or any resulting release or discharge of any obligation of Borrower contained in the Agreement; (v) the existence of any claim, set-off or other rights which such Subsidiary Guarantor no longer Guarantees may have at any time against Borrower, any Lender or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vi) any invalidity or which Guarantee is being substantially concurrently releasedunenforceability relating to or against Borrower for any reason of this Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by Borrower of the principal or interest on any Loan or any other amount payable by Borrower under this Agreement; or (vii) any other Indebtedness act or omission to act or delay of any kind by Borrower, any Lender or any other Person or any other circumstance whatsoever which might, but for the Parentprovisions of this Section 9, constitute a legal or equitable discharge of or defense to such Subsidiary's obligations hereunder. (c) Each such Subsidiary's obligations hereunder shall remain in full force and effect until this Agreement shall have terminated and the principal and interest on all Loans and all other amounts payable by Borrower hereunder shall have been paid in full. Each such Subsidiary further agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payments, or any part thereof, of principal of or interest on any obligation of Borrower is rescinded or must otherwise be restored by Agent or any Lender upon the bankruptcy or reorganization of Borrower or otherwise. (d) Each such Subsidiary irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against Borrower or any other Person. (e) Each Subsidiary irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder to be subrogated to the rights of the payee against Borrower owning directly with respect to such payment or indirectly against any Unencumbered Propertydirect or indirect security therefor, (iii) no Default or Event otherwise to be reimbursed, indemnified or exonerated by or for the account of Default shall then be Borrower in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaserespect thereof.

Guaranties. Pursuant to Guarantee or become liable in any way as surety, endorser (other than as endorser of negotiable instruments for deposit or collection in the Parent Guarantyordinary course of business), accommodation endorser or otherwise for, nor pledge or hypothecate any assets of Borrower as security for, any liabilities or obligations of any other person or entity, except (a) any of the Parent shall unconditionally Guarantee foregoing in favor of Bank; (b) guaranties existing on the Administrative Agentdate hereof and set forth on Schedule 5.5 and all such replacements, renewal, extensions, or amendments thereof so long as the amount of such guaranties after such replacement, renewal, extension or amendment shall not exceed the amount of such guaranties which were outstanding immediately prior to such replacement, renewal, extension, or amendment and with respect to the replacement of any guaranties, the Lenders terms and conditions of any Specified Derivatives Providers replacement guaranty are not materially different from the full payment guarantee being replaced; (c) guaranties with respect to customary indemnification and purchase price adjustment obligations incurred in connection with asset acquisitions, leases, and asset dispositions and guaranties of any Borrower or any Borrowers' subsidiaries as a guarantor of a lessee under any lease in which any Borrower or any such subsidiary is the lessee so long as such lease is permitted hereunder; (d) guaranties incurred in the ordinary course of business (i) with respect to surety and appeal bonds and return-of-money bonds and other similar obligations, not exceeding at any time outstanding $250,000 in an aggregate liability; and (ii) with respect to performance of the Obligations. Pursuant bonds; (e) guaranties with respect to indebtedness permitted by Section 5.3; (f) In addition to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. guaranties permitted by clauses (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documentthrough (e) above, (x) concurrently with the delivery of each Compliance Certificate, Borrowers may become and remain liable with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest guaranties not to exceed in the Borrower since aggregate at any one time outstanding $500,000. Any amounts that are included in the date calculation of this clause (f) shall not be included in calculating the most recent Compliance Certificate or guaranties permitted under any other clauses of this Section 5.5 and any amounts that are included shall not be included in calculating guaranties permitted under this clause (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (vf) of this Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent5.5. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant to the Parent GuarantyBorrower shall not, the Parent and shall unconditionally Guarantee not cause or permit any Guarantor to, guaranty, become liable in favor any way as surety, endorser (other than as endorser of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty negotiable instruments for deposit or an addendum thereto collection in the form attached to the Subsidiary Guarantyordinary course of business), the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent accommodation endorser or otherwise for Guaranteed Indebtedness, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. other than (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date ordinary course of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the followingbusiness: (i) a joinder to Borrower may guarantee the Subsidiary Guaranty executed by such obligations of any Guarantor or any other Subsidiary, and (ii) concurrently any Guarantor may guarantee (A) the obligations of Borrower or (B) the obligations of other Guarantor or any other Subsidiary, in each case for any obligation other than obligations for borrowed money, (b) each Guarantor may provide an unsecured guaranty of up to Fifty Million Dollars ($50,000,000) of Borrower’s principal Indebtedness arising under the ▇▇▇▇▇ Fargo Line of Credit plus accrued and unpaid interest on such amount, (c) guaranties in favor of bonding companies in connection with obligations under bonding contracts entered into in the delivery ordinary course of each Compliance Certificate a comprehensive list business, pursuant to which such bonding companies issues bonds or otherwise secures performance of all GuarantorsBorrower and Subsidiaries for the benefit of their customers and contract counterparties, which identifies (d) guarantees made by Borrower for the joining account of Subsidiaries with respect to liabilities under Hedge Agreements with nationally recognized financial institutions reasonably satisfactory to Bank pursuant to bona fide hedging transactions and departing entitiesnot for speculation; (e) unsecured guarantees by Borrower of secured or unsecured indebtedness of SPML to International Finance Corporation in an aggregate amount (when added to Indebtedness of the type described in clause (vi) of the definition of Permitted Indebtedness) not to exceed, at any time, Seventy Five Million Dollars ($75,000,000), subject to the terms of such clause (vi), and (iiif) the items guaranties of liabilities that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such constitute Permitted Indebtedness. In no event shall any Foreign Subsidiary had been provide a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent guaranty with such items delivered on the Closing Date or otherwise reasonably satisfactory respect to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as Guarantor unless a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable like guaranty is provided to Bank with respect to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseObligations.

Guaranties. Pursuant The Parent Guarantor shall cause to be executed and delivered to the Lenders and the Agent Guaranties of certain present and future Domestic Subsidiaries such that as of the date hereof, each date 364 days thereafter and the date five Business Days after the closing of the Omni Acquisition, all such Domestic Subsidiaries which are not Guarantors do not, if considered in the aggregate as a single Subsidiary, constitute a Significant Subsidiary. The Parent Guarantor and the Borrower represent and warrant to the Lenders that, as of the date hereof, all Domestic Subsidiaries of the Parent Guarantor (other Table of Contents than the Borrower and Cintas Corporation No. 3, which is a Guarantor) do not, if considered in the aggregate as a single Subsidiary, constitute a Significant Subsidiary. The Parent Guarantor may from time to time request that certain Guarantors (other than the Parent Guarantor) be released from their Guaranty (and the Agent is authorized by the Lenders to release such Guarantors from their Guaranty); provided that, as of the date of such release, all Domestic Subsidiaries which are not Guarantors after giving effect to such release do not, if considered in the aggregate as a single Subsidiary, constitute a Significant Subsidiary and no Default or Unmatured Default shall exist or be caused thereby. In connection with granting any such release, the Agent shall be entitled to rely on a representation by the Parent Guarantor that the conditions to such release are satisfied. Additionally, notwithstanding anything herein to the contrary, the Parent Guarantor shall unconditionally Guarantee in favor of the Administrative Agent, cause to be executed and delivered to the Lenders and the Agent Guaranties of each Subsidiary that is liable at any Specified Derivatives Providers time, whether as a direct borrower, a guarantor or otherwise, under any Indebtedness to finance, directly or indirectly, the full payment Omni Acquisition and performance of any Indebtedness refinancing or replacing such Indebtedness in whole or in part at any time (the Obligations. Pursuant to “Omni Indebtedness”), and that is not the Subsidiary Guaranty Borrower or an addendum thereto in existing Guarantor, with such Guaranties to be delivered simultaneously with such Subsidiary becoming so liable under the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the ObligationsOmni Indebtedness; provided, however, that (a) in the event any such Subsidiary is only liable for a portion of the Omni Indebtedness, the Guaranty may delivered by such Subsidiary shall be released limited to an undivided percentage of the Indebtedness created under this Agreement equal to the proportion that the liability of such Subsidiary in respect of the Omni Indebtedness bears to the entire amount of the Omni Indebtedness and reinstated (b) the foregoing provision shall not limit the right of the Parent Guarantor to request a release from any such Guaranty in the event that such Subsidiary ceases to be obligated in respect of the Omni Indebtedness or the obligations of the Lenders to grant such a release, in each case in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently terms hereof. In connection with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentsuch Guaranties, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and shall provide such Subsidiary shall deliver other documentation to the Administrative Agent each Agent, including, without limitation, one or more opinions of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably counsel satisfactory to the Administrative Agent. (b) The Borrower may request , corporate documents and resolutions, which in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness reasonable opinion of the Parent, the Borrower Agent is necessary or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be advisable in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseconnection therewith.

Guaranties. Pursuant In the event that any entity becomes an affiliate of Tenant after the Execution Date which entity conducts business in cannabis industry (each, a “New Guarantor”), Tenant shall promptly cause such New Guarantor to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary execute a Guaranty or an addendum thereto in the form attached hereto as Exhibit D and deliver such executed Guaranty to Landlord. Any failure by Tenant to provide such Guaranty within thirty (30) days following the Subsidiary Guaranty, the Parent formation of such New Guarantor shall be deemed a material default under this Lease. The obligations of each Guarantor shall be joint and the Borrower several and Tenant shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that deliver such Subsidiary Guaranty further documentation as may be released reasonably required to confirm such Guarantor’s full and reinstated in accordance unconditional guaranty of Tenant’s obligations under this Lease. For purposes of this Section 33, an “entity affiliated with its terms. Tenant” shall mean any entity (a) that is a subsidiary of PharmaCann LLC, an Illinois limited liability company (“PharmaCann LLC”), or (b) that PharmaCann LLC holds an equity interest in, directly or indirectly; provided that, Landlord shall be entitled to seek recourse only against the interests of Tenant or PharmaCann LLC in any such New Guarantor, and the form of Guaranty shall be conformed accordingly for any such New Guarantor. Notwithstanding anything in this Lease or the applicable Guaranty to the contrary in this Agreement contrary, Landlord agrees to execute a commercially reasonable form of subordination agreement that subordinates Landlord’s rights under a Guaranty to an institutional lender’s or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, third party financing source’s rights with respect to any Person a contemplated financing by the applicable Guarantor, provided that became a Subsidiary the following conditions are satisfied: 1) the subordination of the Parent owning Guaranty is a direct or indirect interest in the Borrower since the date requirement of the most recent Compliance Certificate lender or other third party financing source to provide the financing to the Guarantor; and 2) at the time of Landlord’s execution of such subordination agreement, (ya) substantially concurrently with neither Tenant nor any Subsidiary Guarantor is then in default of its obligations under the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower Lease or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower Guaranty; and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that neither Tenant nor any Guarantor has defaulted on its obligations under either the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Lease or any Guaranty so long as: more than two (i2) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under times during the immediately preceding subsection prior six (a6) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasemonth period.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower Industries shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying of its Subsidiaries in favor existence as of the Administrative Agent , Closing Date and each Subsidiary newly acquired or formed by Industries or any Subsidiary of Industries after the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. Closing Date to (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person such existing, newly formed or acquired Subsidiary which is a Domestic Subsidiary, duly execute and deliver a Guaranty substantially in the form of Exhibit A-1 hereto and (b) with respect to any such existing, newly formed or acquired Subsidiary which is a Foreign Subsidiary, duly execute and deliver a Guaranty substantially in the form of Exhibit A-2 hereto or, if Industries and its Subsidiaries determine in their reasonable judgment that became either (i) Industries and its Subsidiaries on a consolidated basis would suffer material adverse tax consequences as a direct result of such Foreign Subsidiary entering into such Guaranty or (ii) that execution and delivery of such Guaranty by such Foreign Subsidiary would be illegal under the laws of the Parent owning a direct or indirect interest jurisdiction of organization of such Foreign Subsidiary, then such Foreign Subsidiary shall execute an Intercompany Note in favor of Group to be pledged pursuant to the Borrower since Pledge Agreement, except that (A) with the date prior written consent of the most recent Compliance Certificate or (y) substantially concurrently with Required Lenders, such consent not to unreasonably be withheld, any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower created in connection with a joint venture between Industries or any Subsidiary and an unaffiliated third party shall not be required by this Section 6.28 to execute a Guaranty or revolving note, (B) any Subsidiary with assets less than or equal to $15,000,000 (a "Non-Guarantor Subsidiary") shall not be required by this Section 6.28 to execute a Guaranty or an Intercompany Note; provided, that, if at any time, the sum of the Borrower owning directly assets of all Non-Guarantor Subsidiaries shall exceed, in the aggregate, $55,000,000, Industries shall cause all such Subsidiaries which are Non-Guarantor Subsidiaries promptly after the time at which such excess arises or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver is created to the Administrative Agent each of the following: (i) execute a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently or Intercompany Note in accordance with the delivery requirements of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, this Section 6.28 and (iiiC) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall releaseneither Beleggingsmaatschappij Interrub B.V., a Subsidiary Guarantor from organized under the laws of the Netherlands ("PFIC") nor WAL shall be required by this Section 6.28 to execute a Guaranty or an Intercompany Note so long as: as PFIC and WAL, respectively, do not engage in any activity other than those incidental to its acting as a holding company, do not incur, assume or become liable with respect to any Indebtedness and do not own or hold any assets other than stock of other Subsidiaries (iand immaterial assets incidental to such purpose) such Subsidiary and so long as no Investment is made in PFIC or WAL and no assets are transferred to PFIC or WAL, in any case by Industries or any of its Subsidiaries after the date hereof; provided, further, that if any Guarantor is not otherwise required shall cease to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of any transaction permitted hereby, then so long as no Default shall have occurred and be continuing, such release, including without limitation, a Default or Event Guarantor shall be released from its Obligations under the applicable Guaranty promptly following the request of Default resulting from a violation Group and any notes of any such Guarantor pledged for the benefit of the covenants contained in Section 8.14; and (iv) the Administrative Agent Lenders shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseconcurrently released.

Guaranties. Pursuant Borrower shall on or before the Effective Date cause to be executed and delivered to Administrative Agent an amended and restated unconditional guaranty of the Loan Obligations by each Person listed on Exhibit 8 (which Persons constitute all of the Domestic Subsidiaries of Borrower as of the Execution Date) pursuant to a guaranty satisfactory to Lenders. In addition, if any Domestic Subsidiary is acquired, created or organized after the Execution Date, Borrower shall, contemporaneously with the acquisition, creation or organization of such a Subsidiary (but in no event later than 60 days after such acquisition, creation or organization), cause to be executed and delivered by such Subsidiary an unconditional guaranty of the Loan Obligations in substantially the form of an existing Guaranty and containing a joinder to the Parent GuarantyContribution Agreement (or, at the Parent shall unconditionally Guarantee in favor option of the Administrative Agent, a joinder to an existing Guaranty and the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Contribution Agreement), along with, if such Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guarantyis a Material Subsidiary, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the followingfollowing items: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt Charter Documents of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof)Material Subsidiary; (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness copies of all consents, licenses and approvals required in connection with the execution, performance, and enforceability of the Parent, the Borrower Guaranty or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Propertyjoinder by such Material Subsidiary, (iii) no Default a secretary’s or Event of Default shall then be in existence or would occur as a result members’ certificate for such Material Subsidiary (certifying resolutions authorizing the execution, performance and delivery of such releaseGuaranty or joinder, including without limitation, a Default Charter Documents and incumbency of officers to sign such Guaranty or Event of Default resulting from a violation of any of the covenants contained in Section 8.14joinder); and (iv) good standing certificates for such Material Subsidiary from the jurisdiction of its organization and each jurisdiction where the nature of extent of its business requires it to be qualified to do business; (v) a legal opinion of counsel to such Material Subsidiary in form acceptable to Administrative Agent, (vi) evidence of insurance for such Material Subsidiary in the form required by this Agreement. The failure to deliver to Administrative Agent shall have received such written request at least five (5) Business Days Guaranty (or such shorter period as may be acceptable joinder to an existing Guaranty) or, in the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent case of any such request shall constitute a representation Material Subsidiary, any other item required by this Section within the Parent and the Borrower that the conditions time period set forth in this Section will cause an immediate Event of Default. Anything herein to the preceding sentence are or contrary notwithstanding, the to-be-formed entity contemplated in Section 14.1.10 will not be satisfied as of the requested date of release.required to execute a Guaranty even if such entity is a Domestic Subsidiary. 1336346.6

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary Buyer shall be substituted in this Agreement all respects for Seller or any other Loan Documentof its Affiliates (including without limitation the CD Int Subsidiaries), effective as of the Closing, in respect of the following obligations of Seller and any such Affiliate (xcollectively, the "Guaranties") (i) concurrently with all obligations under each of the delivery guaranties, letters of credit, letters of comfort, bid bonds and performance bonds obtained by Seller or any of such Affiliates solely for the benefit of the CD Int Business, which guaranties, letters of credit, letters of comfort, bid bonds and performance bonds are set forth in Exhibit 4.7 and (ii) the portion that is solely for the benefit of the CD Int Business of each Compliance Certificateof the obligations of Seller and any such Affiliate under each of the guaranties, letters of credit, letters of comfort, bid bonds and performance bonds obtained by Seller or any of such Affiliates for the joint benefit of the CD Int Business and any other business units of Seller, provided that Seller will duly and punctually perform the portion of such obligations which are solely for the benefit of Seller's divisions other than the CD Int Business. If Buyer is unable to effect such a substitution with respect to any Person that became a Subsidiary of the Parent owning a direct Guaranties after using its best efforts to do so, Buyer shall indemnify, defend and holder Seller harmless from and against any Damages (as hereafter defined) suffered or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently incurred by Seller with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver respect to the Administrative Agent obligations covered by each of the following: (i) Guaranties for which Buyer does not effect such substitution. As a joinder result of the substitution contemplated by the first sentence of this Section 4.7 and/or the indemnification contemplated by the second sentence hereof, Seller and its Affiliates shall, from and after the Closing, cease to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently have any obligation whatsoever arising from or in connection with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative AgentGuaranties. (b) The Borrower may request On and after the Closing Date, Buyer will use its reasonable efforts to obtain the release of and return to Seller as soon as practicable any and all collateral (other than collateral included in writing that the Administrative Agent releaseAssets) pledged pursuant to any Guaranties. To the extent not reflected on the Final Audited Closing Statement of Net Assets, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required any amounts refunded under any Guarantees relating to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) periods prior to the requested date of release. Delivery by the Borrower Closing Date and any cash collateral deposited prior to the Administrative Agent of any such request Closing Date that is released shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaserefunded to Seller.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full The payment and performance of all Indebtedness and other obligations of Borrower to Bank hereunder shall be guaranteed jointly and severally by all present and future Material Subsidiaries which guaranties shall be secured by unconditional, continuing pledges and security interests in and to all of the Obligations. Pursuant assets and properties of such Material Subsidiaries (any such Material Subsidiary, together with any other guarantors of the Line of Credit and/or any other Indebtedness of Borrower to Bank from time to time, each a “Guarantor” and collectively, “Guarantors”), as evidenced by and subject to the terms of guaranties in form and substance satisfactory to Bank (the “Guaranty”). Upon the creation or acquisition of any new Material Subsidiary Guaranty or an addendum thereto in the form attached to the of any Subsidiary Guarantybecoming a Material Subsidiary, the Parent Borrower and the Borrower shall cause each such Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor shall: (a) promptly notify Bank of the Administrative Agent creation or acquisition of such Material Subsidiary, (b) take all such action as may be reasonably required by Bank to cause such Material Subsidiary to guarantee the Lenders obligations of Borrower hereunder and any Specified Derivatives Providers the full grant such pledges and security interests in all of its properties and assets to secure payment and performance of the Obligations; providedsuch obligations, however, that and (c) take all such Subsidiary Guaranty action as may be released reasonably required by Bank to grant and reinstated pledge to Bank a first-priority security interest in accordance with its terms. (a) the stock or other equity interests of, and any indebtedness owing from, such Material Subsidiary. Notwithstanding anything to the contrary contained herein, in this Agreement the event that Borrower demonstrates to Collateral Agent’s reasonable satisfaction that a Guaranty by a Foreign Subsidiary or pledge of more than sixty five percent (65%) of the Shares of a Foreign Subsidiary creates a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code (i) no Foreign Subsidiary shall be required to provide a Guaranty and (ii) Borrower shall not be required to pledge more than sixty five percent (65%) of the of the total combined voting power of all classes of stock entitled to vote the shares of capital stock of any other Loan Documentsuch Foreign Subsidiary. As used herein, (x) concurrently with the delivery of each Compliance Certificate“Subsidiary” is, with respect as to any Person that became person or entity, a Subsidiary corporation, partnership, limited liability company or other entity of the Parent owning a direct which shares of stock or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent other ownership interests having ordinary voting power (other than the Borrower) entering into any Guarantee of Indebtedness stock or such other ownership interests having such power only by reason of the Parent, the Borrower or any Subsidiary happening of a contingency) to elect a majority of the Borrower owning board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly any Unencumbered Propertythrough one or more intermediaries, the Parentor both, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date person or otherwise reasonably satisfactory to the Administrative Agententity. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of this Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment and performance of the Obligations. Pursuant Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty or an addendum thereto and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in the form attached to the Subsidiary GuarantySections 4.15, 5.02 and 8.01(b), the Parent and the Borrower shall cause obligations of each Subsidiary Guarantor hereunder shall not be subject to execute a Subsidiary Guaranty unconditionally guarantying in favor any reduction, limitation, impairment or termination for any reason, 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 Administrative Agent invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the Lenders and obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Specified Derivatives Providers Holder or the full payment and Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations; providedobligations, however, that or by 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 such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be released restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and reinstated not in accordance limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with its terms. (a) Notwithstanding anything any other Obligation, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the contrary Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in this Agreement or respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt acceleration of such request the Administrative Agent obligations as provided in Article 6, such Obligations (whether or not due and payable) shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) forthwith become due and payable by such Subsidiary Guarantor is not otherwise required to be a party to for the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such purposes of this Section. Each Subsidiary Guarantor no longer Guarantees also agrees to pay any and all costs and expenses (or which Guarantee is being substantially concurrently releasedincluding reasonable attorneys' fees) any other Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaserights under this Section.

Guaranties. Pursuant (a) Subject to the Parent terms and conditions set forth herein, upon the request of Genesis OLP, Salomon Inc shall, during the Availability Period (i) issue Guaranties to third parties from time to time with respect to Crude Oil Contracts on behalf of Genesis OLP and (ii) issue Guaranties as soon as reasonably practicable in substitution for guaranties outstanding on the date hereof issued by Basis, ▇▇▇▇▇▇ or their Affiliates in connection with Crude Oil Contracts entered into prior to the date hereof, in each case on terms reasonably acceptable to Salomon Inc and generally consistent with its prior practices with respect to Basis. (b) The obligations of Salomon Inc pursuant to Section 2.1(a) shall be subject to the following limitations: (i) If (A) Genesis LLC is removed as General Partner of Genesis OLP for any reason without the prior written consent of Salomon Inc, (B) Salomon Inc assigns its obligations hereunder pursuant to Section 8.7 hereof, or (C) Salomon Inc's obligations hereunder are terminated pursuant to Section 8.6 hereof, then Salomon Inc shall have no further obligation hereunder to issue, substitute, keep in effect or available or amend any Guaranty hereunder and shall have the right to cancel in all respects all outstanding Guaranties with respect to any transaction entered into from and after the date of such removal. In addition, Genesis OLP shall promptly obtain full and complete releases of Salomon Inc from all outstanding Guaranties and all related liabilities and obligations; (ii) Salomon Inc shall have no obligation hereunder to issue, substitute or amend any Guaranty hereunder if, at such time, the Guaranty Exposure at such time exceeds the Maximum Credit Support Amount or if, immediately after the issuance, substitution or amendment of such Guaranty, the Parent Guaranty Exposure would exceed the Maximum Credit Support Amount; (iii) Salomon Inc shall unconditionally Guarantee have no obligation hereunder to issue or keep in favor of effect or available any Guaranty hereunder with a term extending beyond December 31, 1999; (iv) no Guaranteed Contract shall require payment or performance by Genesis OLP on a date later than December 31, 1999, unless on such date the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum relating thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be is released and reinstated canceled in accordance with its termsall respects and Salomon has no further liabilities or obligations in respect of such Guaranteed Contract from and after such date; and (v) Salomon Inc shall have no obligation hereunder to provide or extend any Guaranty beyond the amounts or after the periods specified herein (or such earlier date as the Guaranty Facility Commitment has terminated pursuant to Article VII or Section 8.6). (ac) Genesis OLP shall not permit the Guaranty Exposure at any time to exceed the Maximum Credit Support Amount at such time. Upon termination of the Guaranty Facility Commitment pursuant to this Agreement, if any Guaranties remain outstanding, Genesis OLP shall immediately deposit in an account with the Collateral Agent an amount in cash equal to the Guaranty Exposure at such time as collateral with respect to the outstanding Guaranties. (d) Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentAgreement, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering Genesis OLP will not enter into any Guarantee of Indebtedness of the ParentGuaranteed Contract or schedule any Scheduled Obligation at any time if, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parentaction, the Borrower or any Subsidiary of Guaranty Exposure would exceed the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of Maximum Credit Support Amount at such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasetime.

Guaranties. Pursuant 12.15.1. The Seller Parent unconditionally and irrevocably guarantees (the “Seller Guaranty”) to the Parent Guaranty, Buyer the Parent shall unconditionally Guarantee in favor due and punctual performance by the Seller (and any permitted assignees thereof) of all of the Administrative AgentSeller’s obligations pursuant to this Agreement (including pursuant to Section 10.1 and Section 10.5) and of AMP Services Limited’s obligations under the Transition Services Agreement, in each case, subject to the Lenders terms, conditions and any Specified Derivatives Providers limitations set forth in this Agreement (the “Seller Guaranteed Obligations”). The foregoing sentence is a continuing guaranty of the full payment and punctual discharge and performance of the Seller Guaranteed Obligations. Pursuant Should the Seller default in the discharge or performance of all or any portion of the Seller Guaranteed Obligations, the obligations of the Seller Parent hereunder shall become immediately due and, if applicable, payable. The Seller Parent waives, for the benefit of the Buyer, (a) any right to require the Buyer as a condition of payment or performance of the Seller Parent to proceed against the Seller or pursue any other remedies whatsoever and (b) to the Subsidiary Guaranty fullest extent permitted by Legal Requirements, any defenses or an addendum thereto in benefits that may be derived from or afforded by Legal Requirements that limit the form attached liability of or exonerate guarantors or sureties, except to the Subsidiary extent that any such defense is available to the Seller. The Seller Parent understands that the Buyer is relying on this Seller Guaranty in entering into this Agreement. 12.15.2. The Buyer Parent unconditionally and irrevocably guarantees (the “Buyer Guaranty, ”) to the Parent Seller the due and punctual performance by the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor Buyer (and any permitted assignees thereof) of all of the Administrative Agent Buyer’s obligations pursuant to this Agreement (including pursuant to Section 10.1) and of DigitalBridge Investment Holdco, LLC’s obligations under the Lenders Transition Services Agreement, in each case, subject to the terms, conditions and any Specified Derivatives Providers limitations set forth in this Agreement (the “Buyer Guaranteed Obligations”). The foregoing sentence is a continuing guaranty of the full payment and punctual discharge and performance of the Buyer Guaranteed Obligations; provided. Should the Buyer default in the discharge or performance of all or any portion of the Buyer Guaranteed Obligations, howeverthe obligations of the Buyer Parent hereunder shall become immediately due and, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. if applicable, payable. The Buyer Parent waives, for the benefit of the Seller, (a) Notwithstanding anything any right to require the Seller as a condition of payment or performance of the Buyer Parent to proceed against the Buyer or pursue any other remedies whatsoever and (b) to the contrary fullest extent permitted by Legal Requirements, any defenses or benefits that may be derived from or afforded by Legal Requirements that limit the liability of or exonerate guarantors or sureties, except to the extent that any such defense is available to the Buyer. The Buyer Parent understands that the Seller is relying on this Buyer Guaranty in entering into this Agreement. 12.15.3. The Seller Parent’s obligations under the Seller Guaranty and the Buyer Parent’s obligations under the Buyer Guaranty are unconditional and irrevocable and shall not be affected by, and shall continue in effect irrespective of: (a) any change in the corporate existence, structure or ownership of the Business, the Target Entities, any Party or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Business, the Target Entities or any Party or any of their respective assets; (b) any modification, amendment or waiver of, or any Consent to departure from the terms and conditions of, this Agreement or the Transition Services Agreement; (c) any modification, limitation or discharge of the obligations of any Party that may result from any bankruptcy, reorganization or similar proceeding involving such Party; (d) any change in the time, manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of the Seller Guaranteed Obligations or Buyer Guaranteed Obligations; (e) any escrow arrangement or other Loan Documentsecurity for any Seller Guaranteed Obligations or the Buyer Guaranteed Obligations; (f) any liability incurred directly or indirectly in respect of the Seller Guaranteed Obligations or the Buyer Guaranteed Obligations; (g) the existence of any claim, set off or other right that the Seller Parent or the Buyer Parent may have at any time against any Party or any Target Entity, whether in connection with any Seller Guaranteed Obligations or the Buyer Guaranteed Obligations or otherwise; (xh) concurrently with the delivery addition, substitution or release of each Compliance Certificate, any Person now or after the Signing Date liable with respect to any Person that became a Subsidiary of the Parent owning a direct Seller Guaranteed Obligations or indirect interest the Buyer Guaranteed Obligations or otherwise interested in the Borrower since the date of the most recent Compliance Certificate or Transactions (y) substantially concurrently with including any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: guarantor); (i) a joinder the adequacy of any other means any Party or any other Person may have of obtaining payment of the Seller Guaranteed Obligations or the Buyer Guaranteed Obligations; or (j) any lack of authority of any officer, director or other person acting or purporting to act on behalf of any Party. If any payment in respect of the Seller Guaranteed Obligations or Buyer Guaranteed Obligations is rescinded or must otherwise be returned, and is returned, to the Subsidiary Guaranty executed by Seller Parent or the Seller, as the case may be, on the one hand, or the Buyer Parent or the Buyer, as the case may be, on the other hand, in connection with any such Subsidiaryproceeding, (ii) concurrently the Seller Parent shall remain liable hereunder with respect to its Seller Guaranteed Obligations and the delivery of Buyer Parent shall remain liable hereunder with respect to its Buyer Guaranteed Obligations, in each Compliance Certificate a comprehensive list of all Guarantorscase, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) as if such Subsidiary payment had not been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentmade. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant (a) The Company will cause each Domestic Subsidiary that delivers a guarantee, or otherwise incurs a Contingent Obligation, to any Person (other than to another Subsidiary or the Company) in respect of any Material Indebtedness to concurrently execute and deliver to the Parent GuarantyAgent a Guaranty with respect to all Obligations, Rate Management Obligations and Banking Services Obligations, if requested by the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders Agent and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant subject to the Subsidiary Guaranty or an addendum thereto exceptions set forth in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall Section 6.9(e). The Company will cause each Subsidiary Guarantor of any Foreign Subsidiary Borrower, other than Modine Holding GmbH, to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything deliver to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, Agent a Guaranty with respect to any Person that became a Subsidiary of all Obligations, Rate Management Obligations (subject to the Parent owning a direct or indirect interest proviso in the Borrower since the date definition of the most recent Compliance Certificate or (ySecured Obligations) substantially concurrently with any and Banking Services Obligations of such Foreign Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver solely to the Administrative Agent each of the following: extent that (i) a joinder such Subsidiary is legally permitted to the Subsidiary Guaranty executed by such Subsidiarydo so, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantorsis not rendered insolvent by such Guaranty, which identifies the joining and departing entities, and (iii) such Guaranty will not result in a material tax consequence or a default under any other debt agreement of the items that would have been delivered under subsections Company or its Subsidiaries, (iiiiv) the cost of obtaining such Guaranty justifies the benefits to the Lenders from obtaining such Guaranty as determined by the Agent, and (v) of Section 5.01(a) if the Company and the Agent do not otherwise determine to exclude such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentfrom this Guaranty requirement. (b) The Borrower Company will cause each Subsidiary required to deliver a Guaranty hereunder, to also deliver, together with the delivery of such Guaranty, such other documents, opinions and information as the Agent may request in writing require regarding such Subsidiary and the enforceability of such Guaranty. (c) The Lenders acknowledge and agree that the Administrative Agent releasemay discharge and release any Subsidiary from a Guaranty to which it is a party pursuant to the written request of the Company, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: provided that (i) such Subsidiary Guarantor has been, or is not otherwise required to be a party being simultaneously, released and discharged as an obligor and guarantor under and in respect of all Material Indebtedness and the Company so certifies to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); Lenders in a certificate which accompanies such request for release and discharge, (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee Guaranty is being substantially concurrently releasednot required under Section 6.9(a) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, and (iii) at the time of such release and discharge, the Company shall deliver a certificate to the Agent the effect that no Default or Event Unmatured Default exists. (d) The Company agrees that it will not, nor will it permit any Subsidiary or Affiliate to, directly or indirectly, pay or cause to be paid any consideration or remuneration, whether by way of Default shall then be in existence supplemental or would occur additional interest, fee or otherwise, to any creditor of the Company or of any Subsidiary as a result consideration for or as an inducement to the entering into by any such creditor of any release or discharge of any Guarantor with respect to any liability of such releaseGuarantor as an obligor or guarantor under or in respect of Material Indebtedness, including without limitationunless such consideration or remuneration is concurrently paid, on the same terms, ratably to the Lenders. (e) Notwithstanding the foregoing, the Company shall not be obligated to cause certain Domestic Subsidiaries to deliver the Guaranties required under this Section 6.9 or cause the pledge of the Capital Stock of certain Foreign Subsidiaries to the extent that all such Domestic Subsidiaries that have not delivered the Guaranties required under this Section 6.9 and all such Foreign Subsidiaries (excluding all Foreign Subsidiaries organized under the laws of India or China) that do not have 65% or more of their Capital Stock pledged under Section 2.26(a)(i) would not constitute a Default Significant Subsidiary if considered as one Subsidiary. In making such determination under this Section 6.9(e), the assets or Event of Default resulting from a violation income of any Subsidiary shall be determined using the consolidated assets and income of the covenants contained in Section 8.14; such Subsidiary and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseits subsidiaries.

Guaranties. Pursuant The Credit Parties will not, and will not permit any Restricted Subsidiary to, become or be liable in respect of any Guaranty Obligation, except for (i) the Guaranty (including the Joinder Agreements), (ii) guaranties of Indebtedness to extent such Indebtedness is permitted pursuant to Section 6.2 hereof, (iii) guaranties of loans to, or financial commitments or obligations of, its customers or other intended beneficiaries in the ordinary course of business, (iv) guaranties to vendors and suppliers made in the ordinary course of business, (v) any guaranties or indemnities in connection with Permitted Receivables Financings permitted pursuant to the Parent Guarantydefinition thereof and otherwise not prohibited by this Agreement and (vi) additional unsecured guaranties of a Borrower or a Restricted Subsidiary, provided that the Parent aggregate Indebtedness guaranteed by such additional unsecured guaranties at any time shall unconditionally Guarantee not exceed the greater of $40,000,000 and 5.0% of Consolidated Total Assets, and provided, further, that within five (5) days after the execution of each guaranty by a Borrower or a Restricted Subsidiary for Indebtedness in favor excess of the Administrative Agent$15,000,000, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the such Borrower or Restricted Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of provide the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance with a copy of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement herein, if any Subsidiary that is a Guarantor becomes an Excluded Subsidiary solely as a result of becoming a non-wholly-owned Subsidiary (directly or any other Loan Document, (xindirectly) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became and otherwise remains a Subsidiary of a Credit Party, the Parent owning a direct or indirect interest release of such Subsidiary from its guarantee obligation in the Borrower since the date respect of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary Obligations, and the release of the Parent (other than Lien held by Administrative Agent for the Borrower) entering into any Guarantee of Indebtedness benefit of the Parent, secured parties on the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such property owned by a Guarantor that becomes an Excluded Subsidiary shall deliver to the Administrative Agent each of the following: only be permitted if, (i) a joinder after giving pro forma effect to such release and the consummation of the transaction that causes such Subsidiary to become an Excluded Subsidiary, the Borrowers are deemed to have made an investment in such Person equal to the Subsidiary Guaranty executed fair market value of the net assets of such Person attributable to the Borrowers’ equity interests therein and such investment is permitted by this Agreement at such Subsidiarytime, (ii) concurrently the transaction pursuant to which such Subsidiary ceases to be a wholly-owned Subsidiary is consummated with the delivery a third party that is not an Affiliate of each Compliance Certificate a comprehensive list of all Guarantorsany Credit Party, which identifies the joining and departing entities, and (iii) the items that would primary purpose of such transaction is a bona fide business purpose (it being agreed a primary purpose being the release of any guarantee or Lien on such Subsidiary not being a bona fide business purpose), (iv) no Event of Default shall have been delivered under subsections (iii) occurred and be continuing at the time of such release and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on does not own or have any exclusive license of, or other exclusive rights with respect to, any Material Intellectual Property. For the Closing Dateavoidance of doubt, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or if any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur that is a Guarantor becomes an Excluded Subsidiary as a result of such release, including without limitation, a Default or Event of Default resulting any other reason from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth provided in the preceding sentence are or will be satisfied as sentence, the release of such Subsidiary from its Guaranty Obligation in respect of the requested date of releaseObligations shall be deemed an investment in a Subsidiary that is not a Credit Party.

Guaranties. Pursuant Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Indenture Obligations"). Each Guarantor further agrees that the Indenture Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Indenture Obligation. Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Indenture Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Indenture Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of this Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Indenture Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Indenture Obligations; or (f) any change in the ownership of such Guarantor. Each Guarantor further agrees that its Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Indenture Obligations. Each Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full payment in cash of all Obligations with respect to all Senior Indebtedness of the Guarantor giving such Guaranty and each Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 8.01(b), 11.02 and 11.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Indenture Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligationsobligations, or by 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 such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. Pursuant Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Indenture Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Indenture Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Indenture Obligation, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Subsidiary Guaranty Holders or the Trustee an addendum thereto in the form attached amount equal to the Subsidiary Guarantysum of (i) the unpaid amount of such Indenture Obligations, (ii) accrued and unpaid interest on such Indenture Obligations (but only to the Parent extent not prohibited by law) and (iii) all other monetary Indenture Obligations of the Company to the Holders and the Borrower Trustee. Each Guarantor agrees that it shall cause each Subsidiary not be entitled to any right of subrogation in respect of any Indenture Obligations guaranteed hereby until payment in full of all Indenture Obligations and all obligations to which the Indenture Obligations are subordinated as provided in Article 12. Each Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of further agrees that, as between it, on the Administrative Agent one hand, and the Lenders Holders and any Specified Derivatives Providers the full payment and performance of Trustee, on the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Indenture Obligations Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Guarantor's Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or Indenture Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of acceleration of such obligations as provided in Article 6, such Indenture Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the Parent purposes of this Section. Each Guarantor also agrees to pay any and all costs and expenses (other than including reasonable attorneys' fees) incurred by the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered rights under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentthis Section. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant (a) Members of Seller Group have provided or secured certain guaranties, letters of credit, performance bonds, surety bonds, indemnities and similar obligations with respect to the Parent Business, as set forth on Schedule 5.7 (each, an “Existing Guaranty”). On or as soon as reasonably practicable after the date hereof but prior to the Closing Date, Buyer shall cooperate with Seller to use commercially reasonable efforts to cause the release of Seller Group, its Affiliates, and any third party issuer of any Existing Guaranty, from each Existing Guaranty, as applicable, and the Parent shall unconditionally Guarantee in favor substitution of a similar obligation of Buyer, an Affiliate of Buyer or a third party as the guarantor, indemnitor or responsible party (each, a “Substitute Guaranty”) under each Existing Guaranty, which Substitute Guaranties will be effective as of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the ObligationsClosing Date; provided, however, that such Subsidiary if any Existing Guaranty may be is not released and reinstated in accordance with its terms. (a) Notwithstanding anything prior to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form Buyer shall use commercially reasonable efforts to cause the Existing Guaranty to be replaced by a Substitute Guaranty, or shall use commercially reasonable efforts to cause the Existing Guaranty to be released, cancelled or discharged, or otherwise use commercially reasonable efforts to cause any Liability of any member of Seller Group and substance substantially consistent with such items delivered on any third party issuer under any Existing Guaranty to be released as promptly as practicable after the Closing Date or otherwise reasonably satisfactory to Date, and in no event later than 30 days after the Administrative AgentClosing Date. In the case of Existing Guaranties in the form of letters of credit, a Substitute Guaranty shall include the posting of cash collateral supporting such existing letter of credit until Buyer replaces such letter of credit. (b) The Borrower may request in writing that Without limiting the Administrative Agent releaseforegoing, if any Existing Guaranty remains outstanding and upon not fully released as of the Closing Date, Buyer shall perform, pay and discharge all obligations under such Existing Guaranty within two Business Days after receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation notice of any of the covenants contained such obligation until such time as it is released (other than any payment which was due and fully payable in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) all respects under an Existing Guaranty prior to the requested date Closing Date) and Buyer shall indemnify and hold harmless Seller Group, its Affiliates and any third party issuer of releaseany Existing Guaranty with respect to all Damages arising out of or relating to any such Existing Guaranty, including any failure of Buyer to perform, pay and discharge all obligations under such Existing Guaranty, with respect to claims arising from the conduct of the Business after Closing. Delivery No member of Seller Group shall be under any obligation to extend or renew any Existing Guaranty that expires by its terms, nor to agree with any beneficiary of an Existing Guaranty to any amendment, waiver, or assignment thereof, in each case, other than in connection with the Borrower substitution thereof with a Substitute Guaranty after the Closing. (c) From and after the Closing, Buyer shall, and shall cause its Subsidiaries to, indemnify, defend and hold harmless, the Seller Group against any Damages incurred following the Closing in connection with any Existing Guaranty, to the Administrative Agent extent not replaced by a Substitute Guaranty prior to the incurrence of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseDamages.

Guaranties. Pursuant Guarantee, endorse, become surety for, or otherwise in any way become or be responsible for the Indebtedness or obligations of any Person, whether by agreement to maintain working capital or equity capital or otherwise maintain the Parent Guarantynet worth or solvency of any Person or by agreement to purchase the Indebtedness of any other Person, or agreement for the Parent furnishing of funds, directly or indirectly, through the purchase of goods, supplies or services for the purpose of discharging the Indebtedness of any other Person or otherwise, or enter into or be a party to any contract for the purchase of merchandise, materials, supplies or other property if such contract provides that payment for such merchandise, materials, supplies or other property shall unconditionally Guarantee in favor be made regardless of the Administrative Agentwhether delivery of such merchandise, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty supplies or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms.other property is ever made or tendered except: (a) Notwithstanding anything guaranties executed prior to the contrary in this Agreement date hereof as described on Schedule III attached hereto but not including any renewals or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent.extension thereof; (b) The Borrower may request endorsements of negotiable instruments for collection or deposit in writing that the Administrative Agent release, ordinary course of business; (c) guaranties of any Indebtedness owing to the Lender; and (d) guaranties by the Company of the obligations of its New Direct Affiliates provided (x) the aggregate outstanding obligations of any single New Direct Affiliate guaranteed by the Company shall not exceed $500,000 less the sum of the aggregate outstanding principal amount of all loans and upon receipt capital contributions to such New Direct Affiliate permitted pursuant to Sections 7.06(c) and (y) the aggregate outstanding obligations of all such request New Direct Affiliates guaranteed by the Administrative Agent Company shall release, a Subsidiary Guarantor from not exceed $1,500,000 less the Guaranty so long as: sum of (i) such Subsidiary Guarantor is not otherwise required the aggregate outstanding principal amount of loans and capital contributions to be a party all New Direct Affiliates permitted pursuant to the Guaranty under the immediately preceding subsection (aSection 7.06(c) (after giving effect to clause and (ii) hereof); the aggregate purchase price of all assets and businesses acquired pursuant to acquisitions permitted pursuant to Section 7.12. (iie) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness guaranties by the Company of the Parent, obligations of its Existing Direct Affiliates provided that the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation aggregate outstanding obligations of any of single Existing Direct Affiliate guaranteed by the covenants contained in Section 8.14; and Company shall not exceed (ivx) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions amount set forth in opposite such Existing Direct Affiliate's name on Schedule VI, less (y) the preceding sentence are or will be satisfied as of the requested date of releaseaggregate outstanding loans and capital contributions made to such Existing Direct Affiliate pursuant to Section 7.06(d).

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of this Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment and performance of the Obligations. Pursuant Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty or an addendum thereto and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in the form attached to the Subsidiary GuarantySections 8.01(b), 11.02 and 11.06, the Parent and the Borrower shall cause obligations of each Subsidiary Guarantor hereunder shall not be subject to execute a Subsidiary Guaranty unconditionally guarantying in favor any reduction, limitation, impairment or termination for any reason, 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 Administrative Agent invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the Lenders and obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Specified Derivatives Providers Holder or the full payment and Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations; providedobligations, however, that or by 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 such Subsidiary Guaranty Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be released restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and reinstated not in accordance limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with its terms. (a) Notwithstanding anything any other Obligation, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the contrary Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in this Agreement or respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Obligations Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt acceleration of such request the Administrative Agent obligations as provided in Article 6, such Obligations (whether or not due and payable) shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) forthwith become due and payable by such Subsidiary Guarantor is not otherwise required to be a party to for the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such purposes of this Section. Each Subsidiary Guarantor no longer Guarantees also agrees to pay any and all costs and expenses (or which Guarantee is being substantially concurrently releasedincluding reasonable attorneys' fees) any other Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaserights under this Section.

Guaranties. Pursuant Each Subsidiary Guarantor hereby ---------- unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of this Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment and performance of the Obligations. Pursuant Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty or an addendum thereto and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in the form attached to the Subsidiary GuarantySections 8.01(b), 11.02 and 11.06, the Parent and the Borrower shall cause obligations of each Subsidiary Guarantor hereunder shall not be subject to execute a Subsidiary Guaranty unconditionally guarantying in favor any reduction, limitation, impairment or termination for any reason, 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 Administrative Agent invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the Lenders and obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Specified Derivatives Providers Holder or the full payment and Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations; providedobligations, however, that or by 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 such Subsidiary Guaranty Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be released restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and reinstated not in accordance limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with its terms. (a) Notwithstanding anything any other Obligation, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the contrary Holders or the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in this Agreement or respect of any Obligations guaranteed hereby until payment in full of all Obligations and all obligations to which the Obligations are subordinated as provided in Article 12. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Obligations Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt acceleration of such request the Administrative Agent obligations as provided in Article 6, such Obligations (whether or not due and payable) shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) forthwith become due and payable by such Subsidiary Guarantor is not otherwise required to be a party to for the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such purposes of this Section. Each Subsidiary Guarantor no longer Guarantees also agrees to pay any and all costs and expenses (or which Guarantee is being substantially concurrently releasedincluding reasonable attorneys' fees) any other Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaserights under this Section.

Guaranties. Pursuant The Additional Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with the other Guarantors, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities. The Additional Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Additional Subsidiary Guarantor and that the Additional Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Obligation. The Additional Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. The Additional Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The obligations of the Additional Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, this Supplement Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of the Indenture, this Supplemental Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 7 of this Supplemental Indenture, any change in the ownership of the Additional Subsidiary Guarantor. The Additional Subsidiary Guarantor further agrees that its Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment of the Obligations. Except as expressly set forth in Section 8.01(b) of the Indenture and Sections 3 and 7 of this Supplemental Indenture, the obligations of the Supplemental Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Additional Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by 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 the Additional Subsidiary Guarantor or would otherwise operate as a discharge of the Additional Subsidiary Guarantor as a matter of law or equity. Pursuant The Additional Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of UCAR International or the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Additional Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Additional Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Subsidiary Guaranty Holders or the Trustee an addendum thereto in the form attached amount equal to the Subsidiary Guarantysum of (1) the unpaid amount of such Obligations, (2) accrued and unpaid interest on such Obligations (but only to the Parent extent not prohibited by law) and (3) all other monetary Obligations of the Company to the Holders and the Borrower shall cause each Trustee. The Additional Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of agrees that, as between it, on the Administrative Agent one hand, and the Lenders Holders and any Specified Derivatives Providers the full payment and performance of Trustee, on the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct or indirect interest Obligations Guaranteed hereby may be accelerated as provided in the Borrower since the date Article 6 of the most recent Compliance Certificate Indenture for the purposes of the Additional Subsidiary Guarantor's Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of acceleration of such Obligations as provided in Article 6 of the Parent Indenture, such Obligations (other than whether or not due and payable) shall forthwith become due and payable by the BorrowerAdditional Subsidiary Guarantor for the purposes of this Supplemental Indenture. The Additional Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) entering into any Guarantee of Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered rights under subsections (iii) and (v) of this Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent2. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant to the Parent Neither such Borrower nor any of its Subsidiaries shall make, issue, or become liable on any Guaranty, except: (a) a Borrower or any of its Subsidiaries may enter into Guaranties of the Parent shall unconditionally Guarantee Obligations in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant ; (b) subject to the Subsidiary Guaranty or an addendum thereto proviso in the form attached to the Subsidiary GuarantySection 7.15(f)(ii), the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying may enter into unsecured Guaranties in favor of (i) suppliers or service providers in the Administrative Agent , the Lenders and ordinary course of business with respect to any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance CertificateDomestic Subsidiaries or, with respect to Foreign Subsidiaries, in an aggregate amount not to exceed $5,000,000 at any Person that became a Subsidiary of the Parent owning a direct or indirect interest time outstanding and (ii) landlords in the Borrower since the date ordinary course of the most recent Compliance Certificate or business with respect to any Subsidiary; (yc) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the a Borrower or any of its Subsidiaries may become and remain liable on an unsecured basis with respect to contingent obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with acquisitions or sales of assets by such Borrower or Subsidiary, as the case may be, permitted to be made under this Agreement; (d) a Borrower or any of its Domestic Subsidiaries may become and remain liable on an unsecured basis with respect to contingent obligations in respect of any Debt of a Borrower or any of its Domestic Subsidiaries permitted by Section 7.15 and a Foreign Subsidiary may become and remain liable on an unsecured basis with respect to contingent obligations in respect of the any Debt of a Foreign Subsidiary permitted by Section 7.15; provided, that a Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such a Domestic Subsidiary shall deliver not in any event become or remain liable with respect to the Administrative Agent each any contingent obligations in respect of the following: any Debt of a Foreign Subsidiary; (ie) a joinder to the Subsidiary Guaranty executed by Borrower or any of its Subsidiaries, as applicable, may remain liable (as such Borrower or Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantorsas applicable, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor remained liable on the Closing Date, ) on an unsecured basis with respect to contingent obligations described in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent.Schedule 7.14 hereto; (bf) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of its Domestic Subsidiaries may become and remain liable on an unsecured basis with respect to contingent obligations in respect of Hedge Agreements entered into by such Person and currency agreements that are Hedge Agreements entered into by such Person or are otherwise entered into by such Person in the ordinary course of business and not for speculative purposes; (g) a Borrower owning directly or indirectly any Unencumbered Propertyof its Domestic Subsidiaries may become and remain liable on an unsecured basis with respect to contingent obligations in respect of performance bonds, (iii) no Default surety bonds, appeal bonds or Event custom bonds required in the ordinary course of Default shall then be in existence or would occur as a result business of such release, including without limitation, Person or in connection with the enforcement of rights or claims of a Borrower or any of its Domestic Subsidiaries or in connection with judgments against a Borrower or any of its Domestic Subsidiaries that do not result in a Default or an Event of Default resulting from Default; and (h) a violation Borrower or any of its Domestic Subsidiaries may become and remain liable on an unsecured basis with respect to other contingent obligations (other than contingent obligations in respect of any obligations of the covenants contained in Section 8.14a Foreign Subsidiary); and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower provided, that the conditions set forth maximum aggregate liability, contingent or otherwise, of a Borrower or any of its Domestic Subsidiaries in the preceding sentence are or will be satisfied as respect of the requested date of releaseall such contingent obligations shall at no time exceed $2,500,000.

Guaranties. Pursuant to the Parent GuarantyEach Lender (which term shall include, the Parent shall unconditionally Guarantee in favor for purposes of the this subsection 9.6, any Cash Management Bank and Hedge Counterparty) hereby further authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to enter into, and to be the agent for and representative of Lenders under, each Guaranty, and each Lender agrees to be bound by the terms of each Guaranty; provided that Administrative Agent shall not (i) enter into or consent to any Specified Derivatives Providers the full payment and performance material amendment, modification, termination or waiver of the Obligations. Pursuant any provision contained in any Guaranty or (ii) release any Cash Collateral (except as otherwise permitted or required pursuant to the Subsidiary Guaranty or an addendum thereto terms of this Agreement), in each case without the form attached prior consent of Requisite Lenders (or, if required pursuant to the Subsidiary Guarantysubsection 10.6, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the all Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations(other than Defaulting Lenders)); providedprovided further, however, that such Subsidiary Guaranty that, without further written consent or authorization from Lenders, Administrative Agent may be released and reinstated in accordance with its terms. execute any documents or instruments necessary to (a) Notwithstanding anything to the contrary in this Agreement or release any other Loan Document, Lien on Cash Collateral (x1) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary upon termination of the Parent owning a direct or indirect interest aggregate Commitments and payment in the Borrower since the date full of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent all Obligations (other than contingent indemnification obligations) and the Borrower) entering into any Guarantee expiration or termination of Indebtedness all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the ParentIssuing Lender and, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each extent a Lender is obligated under such Letter of the following: (i) a joinder to the Subsidiary Guaranty executed by Credit, such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would Lender shall have been delivered under subsections made) or (iii2) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, to which Requisite Lenders have otherwise consented or ratified in form and substance substantially consistent with such items delivered on the Closing Date writing or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a release any Subsidiary Guarantor from the Subsidiary Guaranty so long as: (i) if all of the Capital Stock of such Subsidiary Guarantor is not sold to any Person (other than an Affiliate of Company) pursuant to a sale or other disposition permitted hereunder or to which Requisite Lenders have otherwise consented (or such greater number of Lenders as may be required pursuant to be a party subsection 10.6). Upon the request of Administrative Agent at any time, the Requisite Lenders will confirm in writing Administrative Agent’s authority to the Guaranty subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the immediately preceding Subsidiary Guaranty pursuant to this subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be 9.6. Anything contained in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) Loan Documents to the contrary notwithstanding, Borrowers, Administrative Agent and each Lender hereby agree that no Lender shall have received such written request at least five (5) Business Days (any right individually to realize upon any Cash Collateral or such shorter period as to enforce the Guaranties, it being understood and agreed that all powers, rights and remedies under the Guaranties may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery exercised solely by the Borrower to the Administrative Agent for the benefit of any such request shall constitute a representation by Lenders in accordance with the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseterms thereof.

Guaranties. Pursuant Borrower agrees to obtain, for the Parent Guarantyratable benefit of the Lenders, the Parent shall unconditionally Guarantee in favor guaranty or guaranties, the form of which guaranty is attached as Exhibit 5A, of any wholly owned consolidated domestic subsidiary of Borrower, other than an Excluded Consolidated Subsidiary, that is a Material Subsidiary (collectively, the “Guarantors”); provided that, if at any time the aggregate amount contributed to Consolidated EBITDA by all direct or indirect consolidated subsidiaries of Borrower that are not Guarantors or Excluded Consolidated Subsidiaries exceeds twenty-five percent (25%) of Consolidated EBITDA as of the Administrative Agentend of any such fiscal quarter, or the assets of all direct or indirect consolidated subsidiaries of Borrower that are not Guarantors or Excluded Consolidated Subsidiaries exceeds twenty-five percent (25%) of the gross assets of Borrower and its consolidated subsidiaries as of the end of any fiscal quarter, Borrower (or, in the event the Borrower has failed to do so within ten (10) days, the Lenders Agent) shall designate sufficient consolidated subsidiaries of Borrower that are domestic subsidiaries and any Specified Derivatives Providers that are not Excluded Consolidated Subsidiaries as Guarantors to eliminate such excess, and each such designated consolidated subsidiary of Borrower that is a domestic subsidiary shall provide the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in aforementioned guaranty, the form of which is attached to the Subsidiary Guarantyas Exhibit 5A, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute for all purposes of this Agreement constitute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the ObligationsGuarantor; provided, howeverthat no foreign subsidiary shall be required to become a Guarantor, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything even if the Borrower is unable to satisfy the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became foregoing requirement based upon guarantees made by domestic subsidiaries. Exhibit 5B contains a Subsidiary list of the Parent owning a direct or indirect interest in the wholly owned consolidated subsidiaries of Borrower since required to be Guarantors as of the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentthis Agreement. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything Either the Tanger Guarantor or the Blackstone Guarantor or both (each a "Guarantor" and collectively the "Guarantors") may be required to provide to the contrary in this Agreement or any other Loan Document, Existing Lender a recourse carve-out guarantee (x"Guaranty") concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary one or more of the Parent owning a direct or indirect interest items set forth on Schedule E (the "Recourse Obligations") in connection with the Borrower since the date assumption of the most recent Compliance Certificate Existing GMAC Loan by the Property Entities. The Blackstone Member shall indemnify and hold the Tanger Guarantor harmless to the extent that any loss, claim, damage or liability (y"Loss") substantially concurrently with any Subsidiary of the Parent (other than Tanger Guarantor under such Guaranty is caused by the Borrower) entering into any Guarantee of Indebtedness willful misconduct, gross negligence, fraud or criminal conduct of the Parent, the Borrower Blackstone Member or any Subsidiary of its Affiliates. The Tanger Member shall indemnify and hold the Blackstone Guarantor harmless to the extent that any Loss of the Borrower owning directly Blackstone Guarantor under such Guaranty is caused by the willful misconduct, gross negligence, fraud or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each criminal conduct of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery Tanger Member or any of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentits Affiliates. (b) The Borrower may request If such Loss does not result from the willful misconduct, gross negligence, fraud or criminal conduct of the Blackstone Member, the Tanger Member or their respective Affiliates (a "Mutual Loss Event"), then each Member's liability in writing that connection with such Loss shall be equal to such Member's Sharing Percentage of the Administrative Agent releaseLoss (its "Proportionate Liability Amount"). If any Guarantor ("Indemnified Guarantor") pays more than its affiliated Member's Proportionate Liability Amount under any of the Guarantees in connection with a Mutual Loss Event (the "Excess Amount"), then the Member affiliated with the other Guarantor shall indemnify and upon receipt of hold harmless such request the Administrative Agent shall release, a Subsidiary Indemnified Guarantor from and against such Excess Amount and all payments, costs and expenses (including reasonable attorneys' fees) which are incurred by the Guaranty so long as: Indemnified Guarantor in enforcing its rights under this Section. (c) The Tanger Member and the Blackstone Member each hereby covenant and agree that it shall not engage in any conduct or action that would violate any of the Recourse Obligations. (d) The Tanger Guarantor and the Blackstone Guarantor shall each provide the Existing Lender with all information in its possession or readily obtainable relating to such Guarantor's respective financial condition which is requested by the Existing Lenders in connection with the assumption of the Existing Loan by the Property Entities. (e) The Blackstone Guarantor shall execute and deliver to the Tanger Member, the Blackstone Guaranty, whereby the Blackstone Guarantor shall guaranty the due performance of the obligations of the Blackstone Member under Section 3.3 and this Section 10.12. (f) The Tanger Guarantor shall execute and deliver to the Blackstone Member, the Tanger Guaranty, whereby the Tanger Guarantor shall (i) such Subsidiary Guarantor is not otherwise required to be a party to guaranty the Guaranty due performance of the obligations of the Tanger Member under the immediately preceding subsection (a) (after giving effect to clause Section 3.3 and this Section 10.12, and (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) indemnify the Blackstone Member for any other Indebtedness of Loss incurred by the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Blackstone Member after a Minimum Return Failure Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default any action taken by the Tanger Member or Event of Default resulting from a violation any Affiliate thereof to impair or delay implementation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery action by the Borrower to the Administrative Agent of any such request shall constitute a representation Company approved by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseBlackstone Member.

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any, and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Subsidiary Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of this Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. Each Subsidiary Guaranty is, to the extent and in the manner set forth in Article 12, subordinated and subject in right of payment to the prior payment in full payment of the principal of and premium, if any, and interest on all Senior Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and each Subsidiary Guaranty is made subject to such provisions of this Indenture. Except as expressly set forth in Sections 8.2, 11.2 and 11.6, the obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by 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 such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Pursuant to the Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein shall continue to be effective or an addendum thereto be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the form attached Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the Subsidiary Guarantyprincipal of, premium, if any, or interest on any Obligation when and as the Parent and the Borrower same shall cause become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Subsidiary Guarantor hereby promises to execute a Subsidiary Guaranty unconditionally guarantying and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in favor cash, to the Hold- 100 ers or the Trustee an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything Company to the contrary Holders and the Trustee. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in this Agreement or respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are subordinated as provided in Article 12. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt acceleration of such request the Administrative Agent Obligations as provided in Article 6, such Obligations (whether or not due and payable) shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) forthwith become due and payable by such Subsidiary Guarantor is not otherwise required to be a party to for the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such purposes of this Section. Each Subsidiary Guarantor no longer Guarantees also agrees to pay any and all costs and expenses (or which Guarantee is being substantially concurrently releasedincluding reasonable attorneys' fees) any other Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaserights under this Section.

Guaranties. Pursuant to (a) Within thirty (30) days after acquiring or establishing any Subsidiary that constitutes a Significant Subsidiary ((x) other than Federal Express Canada Ltd. or FedEx Global Logistics, Inc. and (y) so long as (i) the Parent GuarantyBorrower is and remains in compliance with the requirements of Section 6.19(b) and (ii) such Significant Subsidiary is not a guarantor under the Existing Credit Agreement, any other Significant Subsidiary) upon its acquisition or establishment or the consummation of any transactions contemplated at the time of its establishment, the Parent Borrower shall unconditionally Guarantee in favor of cause such Significant Subsidiary to execute the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant Guaranty pursuant to the Subsidiary Guaranty or an addendum Addendum thereto in the form attached of Annex I to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying deliver documentation similar to that described in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan DocumentSection 4.1(a)(iii), (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiaryiv), (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iiiv) and (vvii) relating to the authorization for, execution and delivery of, and validity of Section 5.01(a) if such Subsidiary had been Significant Subsidiary's obligations as a Subsidiary Guarantor on the Closing DateGuarantor, such documentation to be in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The If at any time the Guarantors do not consist of Subsidiaries of the Borrower may request which, in writing that the Administrative Agent releaseaggregate, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: had revenues (idetermined in accordance with GAAP) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under for the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary fiscal year of the Borrower owning directly in excess of 90% of the consolidated revenues (determined in accordance with GAAP) of the Borrower and the Consolidated Subsidiaries for such immediately preceding fiscal year, then the Borrower shall promptly cause one or indirectly any Unencumbered Propertymore additional Subsidiaries each to execute the Guaranty pursuant to an Addendum thereto in the form of Annex I to the Guaranty, and to deliver documentation similar to that described in Section 4.1(a)(iii), (iiiiv), (v) no Default or Event and (vii) relating to the authorization for, execution and delivery of, and validity of Default shall then such Subsidiary's obligations as a Guarantor, such documentation to be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; form and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable substance reasonably satisfactory to the Administrative Agent, so that the aggregate consolidated revenues (determined in accordance with GAAP) prior to of the requested date Guarantors for such fiscal year equal or exceed 90% of release. Delivery by the consolidated revenues (determined in accordance with GAAP) of the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaseConsolidated Subsidiaries for such fiscal year.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary The Company will not, and will not permit any Significant Subsidiary to, become or be liable in this Agreement or respect of any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: Guaranty except (i) Guaranties by the Company which are limited in amount to a joinder to the Subsidiary Guaranty executed by such Subsidiarystated maximum dollar exposure and included in Current Debt or Funded Debt, (ii) concurrently Guaranties by the Company of obligations incurred by any Subsidiary in compliance with the delivery of each Compliance Certificate a comprehensive list of all Guarantors(S)5.9(a)(3), which identifies the joining and departing entities, and or (iii) Guaranties by any Significant Subsidiary of Funded Debt incurred by the items that would have been delivered under subsections Company in compliance with (iiiS)5.9(a)(2) or (3) and (v) of Section 5.01(a) if ranking pari passu with the Notes, so long as such Significant Subsidiary had been shall guarantee the Notes equally and ratably and in a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise manner reasonably satisfactory to the Administrative Agentholders of 66-2/3% of the aggregate principal amount of Notes then outstanding. (b) The Borrower may request in writing that Company will cause each Subsidiary which delivers or creates a Guaranty or Contingent Liability inuring to the Administrative Agent releasebenefit of any party to the Credit Agreement to concurrently enter into a Guaranty of the Notes, and upon receipt within three business days thereafter shall deliver to each of such request the Administrative Agent shall release, a Subsidiary Guarantor from holders of the Guaranty so long as: Notes the following items: (i) an executed counterpart of such Subsidiary Guarantor is not otherwise required to be Guaranty or a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause joinder agreement in respect of an existing Subsidiary Guaranty, as appropriate; (ii) hereof); (ii) a certificate signed by the President, a Vice President or another authorized officer of such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness making representations and warranties to the effect of the Parentthose contained in paragraphs 10, the Borrower or any 12 and 17 of Exhibit B attached hereto, but with respect to such Subsidiary of the Borrower owning directly or indirectly any Unencumbered Propertyand such Subsidiary Guaranty, as applicable; (iii) no Default or Event such documents and evidence with respect to such Subsidiary as any holder of Default shall then be the Notes may reasonably request in order to establish the existence or would occur as a result and good standing of such release, including without limitation, a Default or Event of Default resulting from a violation of any Subsidiary and the authorization of the covenants contained in Section 8.14; and transactions contemplated by such Subsidiary Guaranty; (iv) an opinion of counsel satisfactory to the Administrative Agent shall have received such written request holders of at least five (5) Business Days (or 51% of the outstanding principal amount of the Notes to the effect that such shorter period Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with its terms, except as an enforcement of such terms may be acceptable limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; and (v) an executed counterpart of an intercreditor agreement among the holders of the Notes and each of the parties to the Administrative Agent) prior to Credit Agreement, which agreement shall provide that the requested date of release. Delivery by proceeds from the Borrower to the Administrative Agent enforcement of any such request Guaranty or Contingent Liability or of any obligation of any borrower or obligor in respect of Indebtedness outstanding hereunder or outstanding under the Credit Agreement entered into or created after the Effective Date shall constitute a representation by be shared on an equal and ratable basis with the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as holders of the requested date Notes." 1.3. New Sections 5.18 through 5.25 shall be and are hereby added to Section 5 of release.the Note Agreement to read as follows:

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter 76 collectively called the "Obligations"). Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of this Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto Except as expressly set forth in the form attached to the Subsidiary GuarantySections 8.01(b), 10.02 and 10.06, the Parent and the Borrower shall cause obligations of each Subsidiary Guarantor hereunder shall not be subject to execute a Subsidiary Guaranty unconditionally guarantying in favor any reduction, limitation, impairment or termination for any reason, 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 Administrative Agent invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the Lenders and obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Specified Derivatives Providers Holder or the full payment and Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations; providedobligations, however, that or by any other act or thing 78 71 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 such Subsidiary Guaranty Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be released restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and reinstated not in accordance limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with its terms. (a) Notwithstanding anything any other Obligation, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the contrary in this Agreement Holders or any the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other Loan Documentmonetary Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Obligations Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt acceleration of such request the Administrative Agent obligations as provided in Article 6, such Obligations (whether or not due and payable) shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) forthwith become due and payable by such Subsidiary Guarantor is not otherwise required to be a party to for the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such purposes of this Section. Each Subsidiary Guarantor no longer Guarantees also agrees to pay any and all costs and expenses (or which Guarantee is being substantially concurrently releasedincluding reasonable attorneys' fees) any other Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaserights under this Section.

Guaranties. Pursuant In the event that any entity becomes an affiliate of Tenant after the Execution Date which entity conducts business in cannabis industry (each, a “New Guarantor”), Tenant shall promptly cause such New Guarantor to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary execute a Guaranty or an addendum thereto in the form attached hereto as Exhibit D and deliver such executed Guaranty to Landlord. Any failure by Tenant to provide such Guaranty within thirty (30) days following the Subsidiary Guaranty, the Parent formation of such New Guarantor shall be deemed a material default under this Lease. The obligations of each Guarantor shall be joint and the Borrower several and Tenant shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that deliver such Subsidiary Guaranty further documentation as may be released reasonably required to confirm such Guarantor’s full and reinstated in accordance unconditional guaranty of Tenant’s obligations under this Lease. For purposes of this Section 33, an “entity affiliated with its terms. Tenant” shall mean any entity (a) that is a subsidiary of Tenant, or (b) that Tenant holds an equity interest in, directly or indirectly; provided that, Landlord shall be entitled to seek recourse only against the interests of Tenant in any such New Guarantor, and the form of Guaranty shall be conformed accordingly for any such New Guarantor. Notwithstanding anything in this Lease or the applicable Guaranty to the contrary in this Agreement contrary, Landlord agrees to execute a commercially reasonable form of subordination agreement that subordinates Landlord’s rights under a Guaranty to an institutional lender’s or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, third party financing source’s rights with respect to any Person a contemplated financing by the applicable Guarantor, provided that became a Subsidiary the following conditions are satisfied: 1) the subordination of the Parent owning Guaranty is a direct or indirect interest in the Borrower since the date requirement of the most recent Compliance Certificate lender or other third party financing source to provide the financing to the Guarantor; and 2) at the time of Landlord’s execution of such subordination agreement, (ya) substantially concurrently with neither Tenant nor any Subsidiary Guarantor is then in default of its obligations under the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower Lease or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower Guaranty; and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that neither Tenant nor any Guarantor has defaulted on its obligations under either the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Lease or any Guaranty so long as: more than two (i2) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under times during the immediately preceding subsection prior six (a6) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasemonth period.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full The payment and performance of all Indebtedness and other obligations of Borrower to Bank hereunder shall be guaranteed jointly and severally by all present and future Material Subsidiaries which guaranties shall be secured by unconditional, continuing pledges and security interests in and to all of the Obligations. Pursuant assets and properties of such Material Subsidiaries (any such Material Subsidiary, together with any other guarantors of the Line of Credit, the Equipment Term Commitment and/or any other Indebtedness of Borrower to Bank from time to time, each a “Guarantor” and collectively, “Guarantors”), as evidenced by and subject to the terms of guaranties in form and substance satisfactory to Bank (the “Guaranty”). Upon the creation or acquisition of any new Material Subsidiary Guaranty or an addendum thereto in the form attached to the of any Subsidiary Guarantybecoming a Material Subsidiary, the Parent Borrower and the Borrower shall cause each such Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor shall: (a) promptly notify Bank of the Administrative Agent creation or acquisition of such Material Subsidiary, (b) take all such action as may be reasonably required by Bank to cause such Material Subsidiary to guarantee the Lenders obligations of Borrower hereunder and any Specified Derivatives Providers the full grant such pledges and security interests in all of its properties and assets to secure payment and performance of the Obligations; providedsuch obligations, however, that and (c) take all such Subsidiary Guaranty action as may be released reasonably required by Bank to grant and reinstated pledge to Bank a first-priority security interest in accordance with its terms. (a) the stock or other equity interests of, and any indebtedness owing from, such Material Subsidiary. Notwithstanding anything to the contrary in this Agreement or any other Loan Documentcontained herein, (xi) concurrently with the delivery of each Compliance Certificate, with respect no Foreign Subsidiary shall be required to any Person that became provide a Subsidiary Guaranty and (ii) Borrower shall not be required to pledge more than sixty five percent (65%) of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with total combined voting power of all classes of stock entitled to vote the shares of capital stock of any such Foreign Subsidiary of the Parent (other than the Borrower) entering into ▇▇▇▇▇▇▇ Technologies SA). As used herein, “Subsidiary” is, as to any Guarantee person or entity, a corporation, partnership, limited liability company or other entity of Indebtedness which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the Parent, the Borrower or any Subsidiary happening of a contingency) to elect a majority of the Borrower owning board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly any Unencumbered Propertythrough one or more intermediaries, the Parentor both, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date person or otherwise reasonably satisfactory to the Administrative Agententity. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant (i) With respect to each Significant Foreign Subsidiary listed on Schedule 7.16(b)(ii) hereto, within 270 days of the Restatement Date (or such longer time period as Agent may consent to), and provided that each such Significant Foreign Subsidiary so listed remains a Significant Foreign Subsidiary on the applicable execution date, execute and deliver or cause to be executed, and delivered to Agent a Joinder Agreement to the Parent Foreign Guaranty whereby such Significant Foreign Subsidiary becomes obligated as a Guarantor under the Foreign Guaranty; (ii) With respect to each Significant Foreign Subsidiary on the Restatement Date which has previously executed and delivered a Joinder Agreement to the Foreign Guaranty, the Parent shall unconditionally Guarantee in favor within 270 days of the Administrative AgentRestatement Date (or such longer time period as Agent may consent to), and provided that each such Significant Foreign Subsidiary remains a Significant Foreign Subsidiary on the Lenders applicable execution date, execute and any Specified Derivatives Providers deliver or cause to be executed and delivered to Agent such reaffirmations, amendments and/or amendments and restatements which may be reasonably necessary to ensure the full payment continuing validity and performance enforceability of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent such Joinder Agreement and the Borrower shall cause Foreign Guaranty; (iii) With respect to each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. Person (a) Notwithstanding anything which becomes a Significant Foreign Subsidiary subsequent to the contrary in this Agreement Restatement Date, within 270 days (or such longer period of time as Agent may consent to) of the date such Person becomes a Significant Foreign Subsidiary or (b) which has executed and delivered the Foreign Guaranty (or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary Guaranty of the Parent owning a direct Indebtedness), where its obligations under the Foreign Guaranty have been released in order to effectuate any reorganization, merger or indirect interest in the Borrower since transfer of Equity Interests otherwise permitted under this Agreement, within 270 days (or such longer period of time as Agent may consent to) of the date of the most recent Compliance Certificate or release of its obligations, in each case, Company shall cause such Significant Foreign Subsidiary to execute and deliver to Agent a Joinder Agreement whereby such Significant Foreign Subsidiary becomes obligated as a Guarantor under the Foreign Guaranty provided that each such Significant Foreign Subsidiary remains a Significant Foreign Subsidiary on the applicable execution date; (yiv) substantially concurrently with any With respect to each Person which becomes a Significant Domestic Subsidiary subsequent to the Restatement Date, within thirty days of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentdate such Person becomes a Significant Domestic Subsidiary, the Borrower or any cause such new Significant Domestic Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower to execute and such Subsidiary shall deliver to Agent a Joinder Agreement whereby such Significant Domestic Subsidiary becomes obligated as a Guarantor under the Administrative Agent Domestic Guaranty and provided that each of such Significant Domestic Subsidiary remains a Significant Domestic Subsidiary on the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and applicable execution date; and (v) With respect to the Significant Foreign Subsidiaries listed on Schedule 7.16(b)(v), Lenders hereby waive any obligation of Company otherwise set forth in this Agreement to execute and deliver, or cause to be executed and delivered to Agent any Guaranty. All Loan Documents delivered pursuant to this Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on shall be in form satisfactory to Agent and the Closing DateRequired Lenders, in form and substance substantially consistent their reasonable discretion, together with such items delivered on supporting documentation, including without limitation financing statements, acknowledgments, stock powers, registrations and like documents, corporate authority items, certificates and opinions of counsel, as reasonably required by Agent and the Closing Date Required Lenders and Company shall take, or otherwise reasonably satisfactory cause to be taken, such steps as are necessary or advisable under applicable law to perfect the Liens granted under clause (a). Execution and delivery of Pledge Agreements, Guaranties and Joinder Agreements specified by this Section 7.16 shall only be required to the Administrative extent such Liens, Guaranties and Joinder Agreements are enforceable under applicable local law, as determined in Agent. (b) The Borrower may request ’s reasonable discretion. If execution and delivery of any of the Pledge Agreements, Guaranties and Joinder Agreements specified by this Section 7.16 cannot, in writing that Agent’s determination, be obtained with the Administrative exercise of commercially reasonable efforts by Company and any applicable Subsidiary, Agent releasemay, and upon receipt in its sole discretion, waive delivery of such request Pledge Agreements, Guaranties and Joinder Agreements. Provided, notwithstanding the Administrative Agent shall releaseforegoing, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty extent that any existing Pledge Agreements and/or Guaranties continue, in the Agent’s sole determination based upon the advice of its local counsel in any applicable jurisdiction, to secure the Indebtedness under the immediately preceding subsection (a) (this Agreement as required hereby after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness the amendment and restatement of the ParentPrior Credit Agreement by this Agreement, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then replacement Pledge Agreement and/or Guaranty need be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery delivered by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent applicable Borrowers and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releasetheir Subsidiaries.

Guaranties. Pursuant 509265-1946-Active.21307007.121307007.7 (a) During the period prior to the Parent GuarantyAcquisition Closing Date, the Parent Company shall unconditionally Guarantee in favor of execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent, Guaranties of Domestic Subsidiaries such that, at all times during such period, all Domestic Subsidiaries which are not Guarantors do not, if considered in the aggregate as a single Subsidiary, constitute a Significant Subsidiary (and for purposes of making such determination, it is acknowledged that, as provided in Rule 1-02 of Regulation S-X as currently in effect promulgated by the SEC, the investment in and advances to, and share of total assets and income of, any Domestic Subsidiary shall be determined based on the investment in and advances to, and share of total assets and income of, such Domestic Subsidiary and its Subsidiaries on a consolidated basis). (b) On and after the Acquisition Closing Date, within 45 days (or such longer period of time as the Administrative Agent shall agree) after delivery (or date of required delivery) of each set of applicable financial statements pursuant to Sections 6.1(i) and (ii), the Company shall execute and deliver, or cause to be executed and delivered, to the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent Agent, the Lenders Guaranties from its present and any Specified Derivatives Providers the full payment future Wholly Owned Domestic Restricted Subsidiaries (other than Excluded Subsidiaries and performance Immaterial Subsidiaries) such that all Wholly Owned Domestic Restricted Subsidiaries (other than Excluded Subsidiaries and Immaterial Subsidiaries) are Guarantors as of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its termsdate. (ac) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently In connection with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parentsuch Guaranties, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and Company shall provide such Subsidiary shall deliver other documentation to the Administrative Agent each Agent, including, without limitation, one or more opinions of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise counsel reasonably satisfactory to the Administrative Agent. (b) The Borrower may request , corporate documents and resolutions, which in writing that the reasonable opinion of the Administrative Agent releaseis necessary or advisable in connection therewith. For the avoidance of doubt, and upon receipt of such request notwithstanding the Administrative Agent shall releaseabove, a Subsidiary Guarantor from the Guaranty for so long as: (i) such Subsidiary Guarantor is not otherwise required to be as a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly Company guarantees the Senior Notes, New Senior Unsecured Notes, Existing Loan Agreement or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable Indebtedness for borrowed money subject to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions covenant set forth in the preceding sentence are Section 6.28 (or in each case any refinancing, renewal or replacement thereof), such Subsidiary will be satisfied as of required to guaranty the requested date of releaseObligations.

Guaranties. Pursuant Make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor obligations of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying or Joint Venture) or otherwise assume, guarantee or in favor any way become contingently liable or responsible for obligations of any other Person, whether by agreement to purchase those obligations of any other Person, or by agreement for the Administrative Agent furnishing of funds through the purchase of goods, supplies or services (whether by way of stock purchase, capital contribution, advance or loan) for the Lenders and purpose of paying or discharging the obligations of any Specified Derivatives Providers the full payment and performance of the Obligations; providedother Person, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms.except for: (a) Notwithstanding anything guaranties of obligations of another Borrower issued in the ordinary course of business; (b) the endorsement of negotiable instruments in the ordinary course of business; (c) guaranties of performance and completion and performance and completion bonds issued in connection with the construction of Real Estate developments owned by the Borrower; (d) guaranties of liabilities incurred by Joint Ventures to which the Borrower or a Joint Venture Subsidiary is a party, PROVIDED that all such guaranties outstanding at any one time (including without limitation ▇▇▇▇▇▇▇▇▇ Ranch Venture L.L.C. and ▇▇▇▇▇▇ Ranch) do not exceed the lesser of $60,000,000 or 15% of the Tangible Net Worth, (e) the obligations of the Borrower under the LLP Loans Guaranty; or (f) the LNR Loans Guaranties; PROVIDED, HOWEVER, that the maximum permissible amount of the LNR Loans Guaranties (i) until November 30, 1998, shall be limited to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee lesser of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, LNR which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered exists on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release$50,000,000, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness from and after November 30, 1998 shall be zero. None of the Parentforegoing clauses, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Propertyhowever, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable deemed to the Administrative Agent) prior to the requested date of release. Delivery by permit the Borrower to guaranty any obligations of the Administrative Agent of Mortgage Banking Subsidiaries, the Limited Purpose Finance Subsidiaries, STI or the Title Companies, if any such request shall constitute a representation by the Parent and guaranty would cause the Borrower that the conditions set forth to be in the preceding sentence are or will be satisfied as violation of the requested date of releaseSection 7.02 hereof.

Guaranties. Pursuant The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees[, jointly and severally with the other Guarantors], to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). The Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from the Subsidiary Guarantor and that the Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Obligation. The Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. The Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The obligations of the Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, this Supplemental Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of the Indenture, this Supplemental Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 7 of this Supplemental Indenture, any change in the ownership of the Subsidiary Guarantor. The Subsidiary Guarantor further agrees that its guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment of the Obligations. Except as expressly set forth in Section 8.01(b) of the Indenture and Sections 3 and 7 of this Supplemental Indenture, the obligations of the Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, 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 Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, this Supplemental Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or by 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 the Subsidiary Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity. Pursuant The Subsidiary Guarantor further agrees that its guaranty herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, the Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Subsidiary Guaranty Holders or the Trustee an addendum thereto in the form attached amount equal to the Subsidiary Guarantysum of (1) the unpaid amount of such Obligations, (2) accrued and unpaid interest on such Obligations (but only to the Parent extent not prohibited by law) and (3) all other monetary Obligations of the Company to the Holders and the Borrower shall cause each Trustee. The Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of agrees that, as between it, on the Administrative Agent one hand, and the Lenders Holders and any Specified Derivatives Providers the full payment and performance of Trustee, on the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documenthand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct or indirect interest Obligations guaranteed hereby may be accelerated as provided in the Borrower since the date Article 6 of the most recent Compliance Certificate Indenture for the purposes of the Subsidiary Guarantor's guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of acceleration of such Obligations as provided in Article 6 of the Parent Indenture, such Obligations (other than whether or not due and payable) shall forthwith become due and payable by the BorrowerSubsidiary Guarantor for the purposes of this Supplemental Indenture. The Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) entering into any Guarantee of Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered rights under subsections (iii) and (v) of this Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent2. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.

Guaranties. Pursuant Each Subsidiary Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Parent GuarantyTrustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the "Obligations"). Each Subsidiary Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Parent shall unconditionally Guarantee in favor Securities 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 Administrative Agentterms or provisions of this Indenture, the Lenders Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) any change in the ownership of such Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any Specified Derivatives Providers right to require that any resort be had by any Holder or the full Trustee to any security held for payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto Except as expressly set forth in the form attached to the Subsidiary GuarantySections 8.1(b), 10.2 and 10.6, the Parent and the Borrower shall cause obligations of each Subsidiary Guarantor hereunder shall not be subject to execute a Subsidiary Guaranty unconditionally guarantying in favor any reduction, limitation, impairment or termination for any reason, 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 Administrative Agent invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the Lenders and obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Specified Derivatives Providers Holder or the full payment and Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver of modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations; providedobligations, however, that or by 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 such Subsidiary Guaranty Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be released restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and reinstated not in accordance limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with its terms. (a) Notwithstanding anything any other Obligation, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash to the contrary in this Agreement Holders or any the Trustee an amount equal to the sum of (i) the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other Loan Documentmonetary Obligations of the Company to the Holders and the Trustee. Each Subsidiary Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary maturity of the Parent owning a direct Obligations Guaranteed hereby may be accelerated as provided in Article 6 for the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein, notwithstanding any stay, injunction or indirect interest other prohibition preventing such acceleration in the Borrower since the date respect of the most recent Compliance Certificate or any Obligations Guaranteed hereby, and (y) substantially concurrently with in the event of any Subsidiary declaration of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt acceleration of such request the Administrative Agent obligations as provided in Article 6, such Obligations (whether or not due and payable) shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) forthwith become due and payable by such Subsidiary Guarantor is not otherwise required to be a party to for the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such purposes of this Section. Each Subsidiary Guarantor no longer Guarantees also agrees to pay any and all costs and expenses (or which Guarantee is being substantially concurrently releasedincluding reasonable attorneys' fees) any other Indebtedness of incurred by the Parent, the Borrower Trustee or any Subsidiary of the Borrower owning directly or indirectly Holder in enforcing any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of releaserights under this Section.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything The Additional Subsidiary Guarantor hereby agrees, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuers' obligations under the Securities on the terms and subject to the contrary conditions set forth in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary Article 10 of the Parent owning a direct or indirect interest in the Borrower since the date Indenture and to be bound by all other applicable provisions of the most recent Compliance Certificate or Indenture (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agentincluding Article 11). (b) The Borrower may request If, in writing that connection with any payment made under or with respect to the Administrative Agent releaseSubsidiary Guaranty of the Additional Subsidiary Guarantor, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Additional Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection withhold or deduct any amount for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (aincluding penalties, interest and other liabilities related thereto) (after giving effect hereinafter "TAXES") imposed or levied by or on behalf of the government of the United Kingdom or any political subdivision or any authority or agency therein or thereof having power to clause (ii) hereof); (ii) such tax, or within any other jurisdiction in which the Additional Subsidiary Guarantor no longer Guarantees (is organized or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower otherwise resident for tax purposes or any jurisdiction from or through which payment is made (each a "RELEVANT TAXING JURISDICTION"), such Additional Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, Guarantor will be required to pay such additional amounts (iii"ADDITIONAL AMOUNTS") no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable necessary so that the net amount received by Holders (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders would have received if such Taxes had not been withheld or deducted; PROVIDED, HOWEVER, that no Additional Amounts will be payable with respect to a payment made to a Holder which is subject to Taxes by reason of its being connected with the Relevant Taxing Jurisdiction (other than by the mere ownership or holding of Securities outside the United Kingdom or the receipt of payments in respect of the Subsidiary Guaranty of the Additional Subsidiary Guarantor). (c) Upon request, the Additional Subsidiary Guarantor shall provide the Trustee with official receipts or other documentation satisfactory to the Administrative Agent) prior to Trustee evidencing the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as payment of the requested date of releaseTaxes with respect to which Additional Amounts are paid.

Guaranties. Pursuant to the Parent Guaranty, the Parent shall unconditionally Guarantee in favor of the Administrative Agent, the Lenders and any Specified Derivatives Providers the full (a) The payment and performance of the Obligations. Pursuant to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent all indebtedness and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) concurrently with the delivery of each Compliance Certificate, with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest in the Borrower since the date of the most recent Compliance Certificate or (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary obligations of the Borrower owning directly to Bank shall be guaranteed by all existing or indirectly any Unencumbered Property, the Parent, hereafter acquired or formed Material Subsidiaries of the Borrower (such Material Subsidiaries being referred to herein as “Guarantors”), as evidenced by and such Subsidiary shall deliver subject to the Administrative Agent each terms of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (v) of Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, guaranties in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative AgentBank. (b) The Borrower may request in writing that In the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, event the Borrower or any Subsidiary subsidiary of the Borrower owning directly forms or indirectly acquires any Unencumbered Propertyother Material Subsidiary after the date hereof or if any existing Subsidiary of a Borrower becomes a Material Subsidiary, (iii) no Default such Borrower shall promptly upon such formation, acquisition or Event of Default shall qualification cause such newly formed, acquired or qualified Material Subsidiary to execute a guaranty and other documents as Bank may then be in existence or would occur as a result of such releaserequire to guaranty the Borrower’s indebtedness, including without limitationobligations and liabilities owing to Bank, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that shall also deliver to Bank, or cause such Material Subsidiary to deliver to Bank, at the conditions set forth Borrower’s cost and expense, such other instruments, documents, certificates, and opinions reasonably required by Bank in connection therewith. Notwithstanding the preceding sentence are or will foregoing, ECM Associated, LLC, a Delaware limited liability company (“ECM”) and each of its wholly owned subsidiaries shall not be satisfied required to become a Guarantor pursuant to the requirements of this Section even if it is a Material Subsidiary if and only so long as Borrower and its Subsidiaries and Affiliates own less than 100% of the requested date voting equity interests in ECM. If at any time ECM or any of releaseits wholly owned subsidiaries is a Material Subsidiary and either Borrower and its Subsidiaries and Affiliates own 100% of the voting equity interests in ECM, then Borrower shall cause ECM and/or each of its wholly owned subsidiaries which is a Material Subsidiary to promptly become a Guarantor pursuant to the terms and conditions of this Section. (c) For purposes hereof:

Guaranties. Pursuant to Guarantee or become liable in any way as surety, endorser (other than as endorser of negotiable instruments for deposit or collection in the Parent Guarantyordinary course of business), accommodation endorser or otherwise for, nor pledge or hypothecate any assets of any Borrower as security for, any liabilities or obligations of any other person or entity, except (a) any of the Parent shall unconditionally Guarantee foregoing in favor of Bank; (b) guaranties existing on the Administrative Agentdate hereof and set forth on Schedule 5.5 and all such replacements, renewal, extensions, or amendments thereof so long as the amount of such guaranties after such replacement, renewal, extension or amendment shall not exceed the amount of such guaranties which were outstanding immediately prior to such replacement, renewal, extension, or amendment and with respect to the replacement of any guaranties, the Lenders terms and conditions of any Specified Derivatives Providers replacement guaranty are not materially different from the full payment guarantee being replaced; (c) guaranties with respect to customary indemnification and purchase price adjustment obligations incurred in connection with asset acquisitions, leases, and asset dispositions and guaranties of any Borrower or any Borrowers' subsidiaries as a guarantor of a lessee under any lease in which any Borrower or any such subsidiary is the lessee so long as such lease is permitted hereunder; (d) guaranties incurred in the ordinary course of business (i) with respect to surety and appeal bonds and return-of-money bonds and other similar obligations, not exceeding at any time outstanding $250,000 in an aggregate liability; and (ii) with respect to performance of the Obligations. Pursuant bonds; (e) guaranties with respect to indebtedness permitted by Section 5.3; (f) In addition to the Subsidiary Guaranty or an addendum thereto in the form attached to the Subsidiary Guaranty, the Parent and the Borrower shall cause each Subsidiary Guarantor to execute a Subsidiary Guaranty unconditionally guarantying in favor of the Administrative Agent , the Lenders and any Specified Derivatives Providers the full payment and performance of the Obligations; provided, however, that such Subsidiary Guaranty may be released and reinstated in accordance with its terms. guaranties permitted by clauses (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documentthrough (e) above, (x) concurrently with the delivery of each Compliance Certificate, Borrowers may become and remain liable with respect to any Person that became a Subsidiary of the Parent owning a direct or indirect interest guaranties not to exceed in the Borrower since aggregate at any one time outstanding $500,000. Any amounts that are included in the date calculation of this clause (f) shall not be included in calculating the most recent Compliance Certificate or guaranties permitted under any other clauses of this Section 5.5 and any amounts that are included shall not be included in calculating guaranties permitted under this clause (y) substantially concurrently with any Subsidiary of the Parent (other than the Borrower) entering into any Guarantee of Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, the Parent, the Borrower and such Subsidiary shall deliver to the Administrative Agent each of the following: (i) a joinder to the Subsidiary Guaranty executed by such Subsidiary, (ii) concurrently with the delivery of each Compliance Certificate a comprehensive list of all Guarantors, which identifies the joining and departing entities, and (iii) the items that would have been delivered under subsections (iii) and (vf) of this Section 5.01(a) if such Subsidiary had been a Subsidiary Guarantor on the Closing Date, in form and substance substantially consistent with such items delivered on the Closing Date or otherwise reasonably satisfactory to the Administrative Agent5.5. (b) The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, a Subsidiary Guarantor from the Guaranty so long as: (i) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (after giving effect to clause (ii) hereof); (ii) such Subsidiary Guarantor no longer Guarantees (or which Guarantee is being substantially concurrently released) any other Indebtedness of the Parent, the Borrower or any Subsidiary of the Borrower owning directly or indirectly any Unencumbered Property, (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 8.14; and (iv) the Administrative Agent shall have received such written request at least five (5) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Parent and the Borrower that the conditions set forth in the preceding sentence are or will be satisfied as of the requested date of release.