Common use of Guaranty Clause in Contracts

Guaranty. (a) Each Loan Party hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due and payable (whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. (a) Each Loan Party In consideration of the benefit derived or to be derived by it therefrom, as to the Lease Documents, from and after the Commencement Date thereof, Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, (i) the punctual payment when due and payable (whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations Rent and all other sums payable by Tenant under the Lease, and (ii) the faithful and prompt performance when due of each and every one of the Borrowersterms, now conditions and covenants of any nature to be kept and performed by the applicable non-Landlord counterparty or hereafter existing counterparties under any Loan and as set forth in each Lease Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of indemnification obligations, insurance obligations, all obligations to operate, rebuild, restore or replace any Insolvency Proceeding with respect to any Borrower, whether facilities or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations improvements now or hereafter existing in respect located on the Leased Property covered by the Lease, all obligations to perform the Required CapEx, all obligations to fund amounts or security under the Lease (including without limitation, funding any required amounts (or delivering a Letter of the Loan Documents (such ObligationsCredit, to the extent not paid applicable) to the CapEx Reserve, the FF&E Reserve, the Covenant Security Escrow Account, the Construction Security Escrow Account and any impound account), all obligations to operate the Leased Property under the “Mandalay Bay” or “MGM Grand” brands, and all obligations under Article XXXVI under the Lease (together with Guarantor’s obligations under Section 13 hereof, collectively, the “Obligations”). In the event of the failure of Tenant to pay any such Rent or other sums, or to render any other performance required of the applicable non-Landlord counterparty under the Lease Documents, when due or within any applicable cure period, Guarantor shall forthwith perform or cause to be performed all provisions of the applicable Lease Document to be performed by the Borrowers, being the ”Guaranteed Obligations”applicable non-Landlord counterparty thereunder, and agrees pay all reasonable costs of collection or enforcement and other damages that may result from the non-performance thereof to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights full extent provided under the guaranty set forth in this ARTICLE XI. (b) Without limiting applicable Lease Document. As to the generality of the foregoingObligations, each Guarantor’s liability shall extend to all amounts under this Guaranty is without limit except as provided in Section 12 hereof. Guarantor agrees that constitute part its guarantee provided herein constitutes an absolute, direct, immediate, continuing and unconditional guaranty of the applicable Guaranteed Obligations guarantee of payment and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers performance when due and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawcollection.

Guaranty. Each Guarantor (aother than those that have delivered a separate Loan Guaranty) Each Loan Party hereby agrees that it is jointly and severally liable for, and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the punctual Secured Parties, the prompt payment when due and payable (due, whether at stated maturity, on demand, by upon acceleration or otherwise), and at all times thereafter, of the Secured Obligations and all Obligations reasonable out of pocket costs and expenses to which the BorrowersSecured Parties are entitled to reimbursement under Section 9.03, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after court costs and reasonable attorneys’ and paralegals’ fees and expenses paid or incurred by the commencement Administrative Agent, the Issuing Banks and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any Insolvency Proceeding with respect to any action against, the Borrower, whether any Guarantor or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter any other guarantor of Credit all or any part of the Secured Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligationseach case, to the extent not paid or performed by reimbursable under Section 9.03 (such costs and expenses, together with the BorrowersSecured Obligations, being collectively the ”“Guaranteed Obligations”); provided, however, that the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, as applicable) any Excluded Swap Obligations of such Guarantor for purposes of determining any obligations of any Guarantor. Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and agrees that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to pay and may be enforced by or on behalf of any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing domestic or foreign branch or Affiliate of any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality Lender that extended any portion of the foregoing, each Guarantor’s liability Guaranteed Obligations. This Loan Guaranty is a continuing guarantee and shall extend remain in effect until the Maturity Date. Each Guarantor hereby irrevocably waives any right to all amounts that constitute part of the applicable revoke this Loan Guaranty as to future transactions giving rise to any Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawObligations.

Guaranty. (a) Each Loan Party Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees to the punctual Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due and payable (whether at stated maturity, on demandby required prepayment, by acceleration declaration, acceleration, demand or otherwise), of all Obligations ) and performance of the Borrowersindebtedness, liabilities and other obligations of the Borrowers to the Guaranteed Parties under or in connection with the Credit Agreement, the Notes and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Borrowers to the Guaranteed Parties thereunder or in connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter existing arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Loan DocumentDebtor Relief Law, whether for principal, interest (including, without limitation, all and including interest that accrues after the commencement by or against the Borrowers or any Affiliate thereof of any Insolvency Proceeding with respect to proceeding under any Borrower, whether or not a claim for post-filing interest is allowed Debtor Relief Laws naming such Person as the debtor in such Insolvency Proceeding)proceeding. The foregoing indebtedness, Letter liabilities and other obligations of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwisethe Borrowers, and whether accruing before or subsequent all other indebtedness, liabilities and obligations to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not be paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay Guarantors in connection with this Guaranty (including any and all expenses (including reasonable counsel fees and expenses) incurred by amounts due under Section 15), shall hereinafter be collectively referred to as the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI“Guaranteed Obligations. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.”

Guaranty. (a) Each Loan Party Subject to the terms and conditions of this Guaranty, the Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees (collectively, the "Guaranty Obligations") (a) the prompt and punctual payment when of all amounts due and payable owing (whether at the stated maturity, on demandby acceleration, by acceleration or otherwise), of all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of Loans made by the Loan Lenders to BFE under the Facility Agreement and the other Finance Documents and (such Obligations, b) to the extent not paid timely paid, all fees, costs, expenses and indemnifications of the Lenders and the Agent owed by BFE under the Facility Agreement and the other Finance Documents, in any case described in (a) or performed (b) above whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred. This Guaranty is a guaranty of payment and not of collection. All payments by the Borrowers, being the ”Guaranteed Obligations”Guarantor under this Guaranty shall be made in Dollars, and agrees (i) with respect to pay any Loans, shall be made to the Agent for disbursement pro rata (determined at the time such payment is sought) to the Lenders in accordance with the proportion that each Lender’s respective Commitment bears to the Total Commitments (each such proportion constituting the respective Lender’s "Aggregate Exposure Percentage"), (ii) with respect to fees, costs, expenses and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, indemnifications owed to the Lenders, shall be made to the Bank Product Providers Agent for disbursement pro rata (determined at the time such payment is sought) to the Lenders in accordance with their respective Aggregate Exposure Percentages (except as otherwise provided in the Facility Agreement with respect to Defaulting Lenders) and (iii) with respect to fees, costs, expenses and indemnifications owed to the Agent, shall be made to the Agent. This Guaranty shall remain in full force and effect until the Guaranty Obligations are irrevocably and unconditionally paid in full and the L/C Issuer in enforcing Commitments are terminated, notwithstanding that from time to time prior thereto BFE may be free from any rights payment obligations under the guaranty set forth in this ARTICLE XIFinance Documents. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. (a) Each Loan Party hereby jointly and severally The Parent Guarantor hereby, absolutely and unconditionally guarantees, jointly with any other guarantors from time to time and irrevocably guarantees the punctual severally, as a primary obligor and not merely as a surety and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due and payable (due, whether at stated maturity, on demandby required prepayment, by acceleration upon acceleration, demand or otherwise), and at all times thereafter, of any and all Obligations of the Borrowers, now or hereafter existing under any Loan DocumentObligations, whether for principal, interest (includinginterest, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligationspremiums, fees, commissionsindemnities, expense reimbursementsdamages, indemnifications costs, expenses or otherwise, and whether accruing before or subsequent of each Loan Party to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the AgentsAdministrative Agent, the Lenders, the Bank Product Providers Issuing Banks and the L/C Issuer in enforcing Swingline Lender, and whether arising hereunder or under any rights under other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all documented out-of-pocket costs and expenses, including the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality fees, disbursements and other charges of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed counsel incurred by the Borrowers to the AgentsAdministrative Agent, the Lenders, the Bank Product Providers Issuing Banks and the L/C Issuer under Swingline Lender in connection with the collection or enforcement thereof). The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any Loan Document but action or proceeding, and shall be binding upon the Parent Guarantor, and conclusive for the purpose of establishing the amount of the Obligations, absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact that they are unenforceable or not allowable due circumstance relating to the existence Obligations which might otherwise constitute a defense to the obligations of an Insolvency Proceeding involving the Borrowers. Notwithstanding Parent Guarantor under this Guaranty, and the Parent Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation other than a defense of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawpayment or performance.

Guaranty. (a) Each Loan Party Subject to Section 3 below, Guarantor hereby jointly and severally irrevocably, absolutely and unconditionally guarantees to Lender the prompt and irrevocably complete observance, fulfillment and performance of all of the obligations of the Borrower pursuant to Section 6.1(n) of the Loan Agreement. The obligations which are the subject of the guaranty referred to in this Section 2(a) are hereinafter collectively referred to as the "Guarantied Obligations". (b) Subject to Section 3 below, without limiting the generality of the provisions of Section 2(a), Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Lender that Borrower shall cause Owner and Manager, in accordance with the punctual payment when terms of the Building Loan Agreement, to fully and punctually pay and discharge (i) any and all costs, expenses and liabilities for or incurred in connection with the Guarantied Obligations; (ii) all claims and demands for labor, materials and services used or incurred in connection with the Guarantied Obligations which are or may become due and payable payable, or, if unpaid, are or may become Liens on the Property or any part thereof; and (iii) any Liens in favor of any and all Persons furnishing materials, labor or services for or in connection with the Guarantied Obligations such that the Property shall be and remain free and clear of any and all liens other than Permitted Encumbrances, subject, however, to Owner's and Manager's rights, if any, set forth in the Building Loan Agreement with regard to the contesting of Liens. (c) If Borrower does not perform the Guarantied Obligations as provided in paragraphs (a) and (b) of this Section 2, then upon receipt of demand from Lender: (i) subject to Section 3 hereof, Guarantor shall, if requested by Lender (which request Lender may make or not make in its sole discretion), perform and complete the Guarantied Obligations or cause the Guarantied Obligations to be performed and completed, in accordance with the requirements of the Building Loan Agreement; and (ii) if Guarantor fails to perform the Guarantied Obligations in accordance with this Guaranty (whether at stated maturityor not requested to do so pursuant to subsection (c)(i) above) then, to the extent that Lender shall (A) cause any Guarantied Obligations to be performed, (B) pay any costs, expenses or liabilities in connection with the Guarantied Obligations, or (c) cause any Lien, claim or demand to be released or paid or bonded, Guarantor shall, upon demand by Lender, reimburse Lender for all sums paid and all costs, expenses or liabilities incurred by Lender in connection therewith. All such sums shall be payable by Guarantor to Lender on demanddemand and without reduction for any offset, by acceleration claim, counterclaim or otherwise)defense. (d) Guarantor hereby agrees to indemnify, defend and save harmless Lender from and against any and all costs, losses, liabilities, claims, causes of all Obligations of the Borrowersaction, now or hereafter existing under any Loan Documentexpenses and damages, whether for principal, interest (including, without limitation, reasonable attorneys' fees and disbursements, which Lender may suffer or which otherwise may arise by reason of the Borrower's failure to fulfill its obligations under the Loan Agreement with respect to the Guarantied Obligations, irrespective of whether such costs, losses, liabilities, claims, causes of action, expenses or damages are incurred by Lender prior or subsequent to Lender's declaring the principal, interest and other sums evidenced or secured by the Loan Documents to be due and payable. (e) Guarantor hereby agrees that, notwithstanding any provisions to the contrary in any Loan Document limiting the recourse of Lender to collateral encumbered by the Loan Documents, or limiting the rights of Lender to obtain a deficiency judgment against Borrower, Guarantor shall be fully and personally liable with respect to the covenants, representations, warranties, guaranties, agreements and indemnities of Guarantor under this Guaranty. (f) Notwithstanding anything to the contrary contained herein or in any other Loan Documents, and subject to the provisions of Section 6(i), all interest of Guarantor's obligations under this Guaranty (including the Guarantied Obligations) shall terminate on the Guaranty Termination Date, provided that accrues after Guarantor's obligations under clauses (ii) and (iii) of Section 2(b) above relating to labor, materials and services provided, furnished or performed at or to the commencement of any Insolvency Proceeding Property shall continue with respect to any Borrowerclaims, demands and Liens referred to therein, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing asserted before or subsequent to after the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XIGuaranty Termination Date. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Guarantor, as a material inducement to and in consideration of Landlord entering into a written lease with Tenant, dated the same date as this Lease Guaranty (the "Lease"), pursuant to which Landlord has leased or will lease to Tenant, and Tenant has leased or will lease from Landlord, the premises located in the City of Seattle, County of King, State of Washington, in the building located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, unconditionally guarantees and promises to and for the benefit of Landlord the full, prompt and complete payment by Tenant as and when due of (a) Each Loan Party hereby jointly all installments of rent and severally and unconditionally and irrevocably guarantees other monetary obligations payable under the punctual payment when due and payable (whether at stated maturity, on demand, by acceleration or otherwise), of Lease for all Obligations periods during which Tenant is in actual occupancy of the BorrowersPremises, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting all installments of rent and other monetary obligations payable under the generality Lease for the twelve (12) month period following any default by Tenant, and (c) the unamortized balance as of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part date Tenant relinquishes possession of the applicable Guaranteed Obligations Premises of (i) the total cost of the Tenant Improvements provided by Landlord under the Lease, which is $17,992.58, and would be owed by (ii) the Borrowers leasing fees paid to ▇▇▇▇▇▇ ▇▇▇▇▇ Inc and Leibsohn & Company, which are $15,866.76; and (d) the unamortized balance as of the date Tenant relinquishes possession of the Premises of the leasing fee due to Leibsohn & Company for additional square footage leased under the Amendment to the AgentsLease, which is estimated to be $14,437.50. The cost and fees described herein shall be amortized, without interest over the LendersTerm pursuant to paragraphs C and D above. If, for example, Tenant defaults under the Bank Product Providers Lease at the end of the thirtieth month of the Lease Term, Guarantor shall be obligated to pay (1) the unamortized portion of the Tenant Improvements and leasing fees which equal $16,929.74; (2) the L/C Issuer unamortized portion of the leasing fee paid to Leibsohn & Company, which equals $8,172.07 (calculated over twenty-three months; and (3) all installments of rent and other monetary obligations payable under any Loan Document but the Lease for the fact twelve-month period following default by Tenant (months 31 through 42). Guarantor acknowledges and agrees that they are unenforceable or not allowable due to the existence this Guaranty is an absolute guarantee of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawpayment.

Guaranty. (a) Each Loan Party The Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, the full and punctual payment when due and payable (performance, whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, on demand, by acceleration demand or otherwise), of all Obligations of the Borrowers, each other Loan Party now or hereafter existing under or in respect of the Loan Documents, any Letter of Credit, any Secured Cash Management Agreement or any Secured Hedge Agreement (the Loan DocumentDocuments, whether for principalLetters of Credit, interest Secured Cash Management Agreements and Secured Hedge Agreements, collectively, the “Secured Documents”) (including, without limitation, all interest that accrues after the commencement any extensions, increases, modifications, substitutions, amendments or renewals of any Insolvency Proceeding with respect to any Borroweror all of the foregoing Obligations), whether direct or not a claim indirect, absolute or contingent, and whether for post-filing interest is allowed in such Insolvency Proceeding)principal, Letter of Credit Obligationsinterest, premiums, fees, commissionsindemnities, expense reimbursementscontract causes of action, indemnifications costs, expenses or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents otherwise (such Obligations, to the extent not paid or performed by the Borrowers, Obligations being the ”“Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel including, without limitation, fees and expensesexpenses of counsel) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty or any other Secured Document, to the guaranty set forth in this ARTICLE XI. (b) extent reimbursable under Section 10.04 of the Credit Agreement. Without limiting the generality of the foregoing, each the Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving such other Loan Party. (b) The Guarantor hereby unconditionally and irrevocably agrees that in the Borrowers. Notwithstanding event any payment shall be required to be made to any Secured Party under this Guaranty or the Subsidiary Guaranty or any other guaranty pertaining to the Guaranteed Obligations, the Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawSecured Documents.

Guaranty. (a) Each Loan Party hereby Guarantor, jointly and severally with the other Guarantors, hereby absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees the punctual performance and not as a guaranty of collection, prompt payment when due and payable (due, whether at stated maturity, on demandby required prepayment, by acceleration upon acceleration, demand or otherwise), and at all times thereafter, of all Obligations of the BorrowersObligations, now including without limitation (i) the principal of, premium, if any, and interest on the Notes issued by, and the Loans made or continued to, the Borrower under the Credit Agreement, and all reimbursement obligations and all payments and disbursements made by the L/C Issuers and the Lenders with respect to Letters of Credit, (ii) all renewals, extensions, amendments, refinancings and other modifications thereof, and (iii) all out-of-pocket expenses incurred by any Creditor Party (including the reasonable and documented fees, charges and disbursements of any counsel for any Creditor Party) in connection with the collection or enforcement thereof for which the Borrower is liable under the Credit Agreement, and whether recovery upon such Obligations may be or hereafter existing become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Borrower or any other Loan DocumentParty under the Bankruptcy Code (Title 11, whether United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for principalthe benefit of creditors, interest moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect (includingcollectively, without limitation“Debtor Relief Laws”), all and including interest that accrues after the commencement by or against the Borrower or any other Loan Party of any Insolvency Proceeding proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The books and records of the Administrative Agent or the Creditor Parties showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantors and conclusive for the purpose of establishing the amount of the Guaranteed Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses (other than the defense of payment and performance in full of the Guaranteed Obligations) it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained in this Guaranty to the contrary notwithstanding, it is the intention of each Guarantor and the Creditor Parties that the obligations of each Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law. To that end, but only in the event and to the extent that after giving effect to Section 20 of this Guaranty, such Guarantor’s obligations with respect to the Guaranteed Obligations or any Borrowerpayment made pursuant to such Guaranteed Obligations would, whether or not a claim but for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay first sentence of this paragraph, be subject to avoidance or recovery in any such proceeding under applicable Debtor Relief Laws after giving effect to Section 362(a) 20 of this Guaranty, the amount of such Guarantor’s obligations with respect to the Guaranteed Obligations shall be limited to the largest amount which, after giving effect thereto, would not, under applicable Debtor Relief Laws, render such Guarantor’s obligations with respect to the Guaranteed Obligations unenforceable or avoidable or otherwise subject to recovery under applicable Debtor Relief Laws. To the extent any payment actually made pursuant to the Guaranteed Obligations exceeds the limitation of the United States Bankruptcy Code)first sentence of this paragraph and is otherwise subject to avoidance and recovery in any such proceeding under applicable Debtor Relief Laws, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment exceeds such limitation, and the due performance and observance Guaranteed Obligations as limited by the Borrowers first sentence of their other Obligations now or hereafter existing this paragraph shall in respect all events remain in full force and effect and be fully enforceable against such Guarantor. The first sentence of this paragraph is intended solely to preserve the rights of the Loan Documents (Creditor Parties hereunder against such Obligations, Guarantor in such proceeding to the maximum extent not paid or performed permitted by the Borrowers, being the ”Guaranteed Obligations”, applicable Debtor Relief Laws and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agentsneither such Guarantor, the LendersBorrower, the Bank Product Providers and the L/C Issuer in enforcing any rights other Guarantor nor any other Person shall have any right or claim under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts such sentence that constitute part of the would not otherwise be available under applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawLaws in such proceeding.

Guaranty. (a) Each Loan Party The Performance Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment and performance when due and payable (due, whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations obligations of the BorrowersServicer and each Originator in all capacities in which any such party acts under the Transaction Documents, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Transaction Documents (such Obligations, to the extent not paid or performed by the Borrowers, obligations being the ”Guaranteed “Obligations”), and agrees to pay any and all reasonable and properly documented out-of-pocket expenses (including reasonable counsel fees and expensesAttorney Costs) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under this Performance Guaranty, together with interest on such expenses (from the guaranty set forth in this ARTICLE XI. (btime when such amounts were incurred, based on a 365-day year) at a rate per annum for each day equal to the Base Rate on such day plus 2.00%. Without limiting the generality of the foregoing, each the Performance Guarantor’s liability shall extend to all amounts that which constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers any Person to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer Seller or any Beneficiary under any Loan Transaction Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the Borrowerssuch Person as debtor. Notwithstanding any anything to the contrary herein, the liability of the foregoingPerformance Guarantor under this Performance Guaranty with respect to the Obligations is (a) limited to, Guaranteed Obligations and shall in no event or under any circumstances, exceed the lesser of (i) $385,000,000 (which is the Purchase Limit on the Closing Date plus ten percent) in the aggregate and (ii) if the Purchase Limit has been reduced by the Seller in accordance with Section 1.1(c), an amount equal to the reduced Purchase Limit plus ten percent, in each case, inclusive of all interest, charges, fees, expenses or otherwise but exclusive of any and all out-of-pocket expenses arising from enforcement of such Performance Guaranty (the reimbursement of which not being subject to such limitation) and (b) subject to termination on the Final Termination Date. Expiry of this Performance Guaranty shall not include any Excluded Hedge Liabilities. In no event shall reduce or diminish the obligation liability of the Performance Guarantor to the Beneficiaries in respect of any Obligation incurred on before the Facility Termination Date. For the avoidance of doubt, the obligations of the Performance Guarantor hereunder exceed under this Performance Guaranty do not include losses in respect of Receivables that are uncollectible on account of the maximum amount such Guarantor could guarantee under any Debtor Relief Lawinsolvency, bankruptcy or lack of creditworthiness of the Obligor.

Guaranty. All of PRODUCER’s obligations under this Agreement shall be guaranteed by M2 P2 (the “Guarantor”) The Guarantor must execute this Agreement. In consideration of and as a material inducement to HORMEL FOODS to enter into this Agreement with PRODUCER (for purposes of this guaranty, “this Agreement” will include this Agreement and any modification, extension and amendment of this Agreement), the Guarantor agrees as follows: (a) Each Loan Party The Guarantor hereby jointly guarantees that PRODUCER will satisfactorily perform under this Agreement in accordance with all the terms and severally and unconditionally and irrevocably guarantees the punctual payment when due and payable (whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations conditions of the BorrowersAgreement. If PRODUCER defaults in performance of its obligations under this Agreement, now or hereafter existing under any Loan Document, whether the Guarantor will be liable for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all liabilities, losses, damages, claims, judgments, costs and expenses (including without limitation reasonable counsel fees and expensesattorneys’ fees) incurred by HORMEL FOODS in connection with PRODUCER’S default, including any costs of collection from the Agents, Guarantors (including without limitation reasonable attorneys’ fees) incurred by HORMEL FOODS (the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI“Obligations”). (b) Without limiting This guaranty is an absolute, unconditional and continuing guaranty and will terminate only on the generality satisfaction of each and every obligation of PRODUCER under this Agreement, including without limitation Irrevocable Payment and performance in full of the foregoingPRODUCER’s Obligations. If any payment is subsequently set aside or required to be returned for any reason, each Guarantor’s liability the Obligations to which such payment was applied shall extend be deemed to have continued in existence and this guaranty shall be enforceable as to such Obligations. (c) The Guarantor hereby expressly waives (1) all amounts that constitute part demands and notices of any kind with respect to any or all of the applicable Guaranteed Obligations Obligations, whether provided for by agreement, law or otherwise; (2) any and would be owed by all rights to cause a marshalling of the Borrowers PRODUCER’s assets or to cause us to proceed against any security or other recourse HORMEL FOODS may have for the Obligations; and (3) any requirements that HORMEL FOODS institute any action or proceeding at law or in equity, or obtain any judgment, against PRODUCER or any other person, as a condition precedent to making demand on, or bringing an action or obtaining and/or enforcing a judgment against, the Guarantor upon this guaranty except that the Guarantor shall have the right to contest liability hereunder based on defenses to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable Obligations in an action or not allowable due proceeding at law or in equity. (d) This guaranty will inure to the existence benefit of an Insolvency Proceeding involving HORMEL FOODS and its successors and assigns, and will be binding upon the Borrowers. Notwithstanding any of the foregoingGuarantor and its heirs, Guaranteed Obligations successors and assigns. (e) The Guarantor shall not include exercise any Excluded Hedge Liabilitiesright of subrogation until after Irrevocable Payment in full in cash of all of PRODUCER’s Obligations. (f) The Guarantor agrees that all disputes in any way related to this guaranty shall be arbitrated in accordance with Section 27 of this Agreement. (g) Any provisions of this Agreement which by their terms have or may have application to this Guaranty or the Guarantor will be deemed to the extent of such application to apply to this Guaranty and to the Guarantor. In no event shall Examples of such provisions are the obligation Sections titled “PRODUCER’S Obligations,” “Remedies,” “Indemnity,” “Right of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Offset,” “Assignment/Binding Effect,” “Governing Law,” “Jurisdiction and Venue,” “Mediation,” “Authorization” and “Waiver of Jury Trial.”

Guaranty. (a) Each Loan Party hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due and payable (whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”“Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. The Guarantors, jointly and severally, hereby unconditionally and irrevocably, guaranty (a) Each Loan Party hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment payment, as and when due and payable (whether at stated maturity, on demandpayable, by acceleration stated maturity or otherwise), of all Obligations of the Borrowers, obligations and any other amounts now or hereafter existing under any Loan Documentowing by the Company in respect of the Securities Purchase Agreement, whether for principalthe Notes and the other Transaction Documents, interest (including, without limitation, all interest that accrues after the commencement of any proceeding commenced by or against any the Company or any Guarantor under any provision of the Bankruptcy Code (Chapter 11 of Title 11 of the United States Code) or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief (an “Insolvency Proceeding with respect to any BorrowerProceeding”), whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding), Letter of Credit Obligations, and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwiseto become due under any of the Transaction Documents, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Agents, Buyers or the Lenders, the Bank Product Providers and the L/C Issuer Collateral Agent in enforcing any rights under this Guaranty (such obligations, to the guaranty set forth in this ARTICLE XI. extent not paid by the Company, being the “Guaranteed Obligations”) and (b) the punctual and faithful performance, keeping, observance and fulfillment by the Company of all of the agreements, conditions, covenants and obligations of the Company contained in the Securities Purchase Agreement, the Notes and the other Transaction Documents. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers Company to the Agents, Buyers under the Lenders, the Bank Product Providers Securities Purchase Agreement and the L/C Issuer under any Loan Document Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Guarantor could guarantee under any Debtor Relief LawCompany (each, a “Transaction Party”).

Guaranty. (a) Each Loan Party The Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees to the punctual Lender, and its successors, endorsees, transferees and assigns, the full and prompt payment when due and payable (whether at stated maturity, on demandby required prepayment, by acceleration declaration, acceleration, demand or otherwise), of all Obligations ) and performance of the Borrowersindebtedness, liabilities and other obligations of the Obligor to the Lender, whether created under, arising out of or in connection with the Facilities Agreements or otherwise, including all unpaid principal under the Facilities Agreements, all interest accrued thereon, all fees due under the Facilities Agreements and all other amounts payable by the Obligor to the Lender thereunder or in connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter existing under any Loan Documentarising, whether for principalvoluntary or involuntary and whether due or not due, interest (includingabsolute or contingent, without limitationliquidated or unliquidated, all determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim in any Insolvency Proceeding, and including interest that accrues after the commencement by or against any Credit Party of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed naming such Person as the debtor in such Insolvency Proceeding). The foregoing indebtedness, Letter liabilities and other obligations of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwisethe Obligor, and whether accruing before or subsequent all other indebtedness, liabilities and obligations to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not be paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay Guarantor in connection with this Guaranty (including any and all expenses (including reasonable counsel fees and expenses) incurred by amounts due under Section 14), shall hereinafter be collectively referred to as the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI“Guaranteed Obligations. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.”

Guaranty. (a) Each Loan Party Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees guarantees, as a primary obligor and not as a surety to each Secured Party and their respective permitted successors and assigns, the punctual payment in cash when due and payable (due, without any demand or notice whatsoever, whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations of the Borrowers, Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to of any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, ) fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents otherwise (such Obligationsobligations, to the extent not paid or performed by the Borrowers, being the ”“Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer Secured Parties in enforcing any rights under the guaranty set forth in this ARTICLE Article XI. . The Guarantors hereby jointly and severally agree that if the Borrowers or other Guarantor(s) shall fail to pay in full when due (bwhether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowersany Borrower. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge LiabilitiesSwap Obligations. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. All of PRODUCER’s obligations under this Agreement are guaranteed by M2 P2 (the “M2 P2 Guarantor”) and all of PRODUCER’s obligations under this Agreement are guaranteed by G▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the “Limited Guarantor”) (the Limited Guarantor and the M2 P2 Guarantor are collectively the “Guarantors”). Notwithstanding anything to the contrary herein, the guaranty of the Limited Guarantor is limited to the maximum liability of $* and in no event shall HORMEL FOODS seek recovery from nor shall the Limited Guarantor have liability hereunder and/or under any other agreement with HORMEL FOODS, its parent company or any of its subsidiaries, affiliate or other related entity of HORMEL FOODS in excess of $*. Should the Limited Guarantor cease providing services to M2 P2, M2 P2 will nominate a person to take the place of and fulfill Limited Guarantor’s obligations under this Guaranty (the “Replacement Guarantor”). If HORMEL FOODS approves such Replacement Guarantor, such approval not to be unreasonably withheld, Replacement Guarantor will be released from this guaranty upon Replacement Guarantor’s execution of a guaranty, the substance and form of which are satisfactory to HORMEL FOODS. The Guarantors must execute this Agreement. In consideration of and as a material inducement to HORMEL FOODS to enter into this Agreement with PRODUCER (for purposes of this guaranty, “this Agreement” will include this Agreement and any modification, extension and amendment of this Agreement), the Guarantors agree as follows: (a) Each Loan Party The Guarantors hereby jointly guarantee that PRODUCER will satisfactorily perform under this Agreement in accordance with all the terms and severally and unconditionally and irrevocably guarantees the punctual payment when due and payable (whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations conditions of the BorrowersAgreement. If PRODUCER defaults in performance of its obligations under this Agreement, now or hereafter existing under any Loan Document, whether the Guarantors will be liable for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all liabilities, losses, damages, claims, judgments, costs and expenses (including without limitation reasonable counsel fees and expensesattorneys’ fees) incurred by HORMEL FOODS in connection with * Material has been omitted pursuant to a request for confidential treatment and filed separately with the AgentsSecurities and Exchange Commission. PRODUCER’S default, including any costs of collection from the Lenders, Guarantors (including without limitation reasonable attorneys’ fees) incurred by HORMEL FOODS (the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI“Obligations”). (b) Without limiting This guaranty is an absolute, unconditional and continuing guaranty and will terminate only on the generality satisfaction of each and every obligation of PRODUCER under this Agreement, including without limitation Irrevocable Payment and performance in full of the foregoingPRODUCER’s Obligations. If any payment is subsequently set aside or required to be returned for any reason, each Guarantor’s liability the Obligations to which such payment was applied shall extend be deemed to have continued in existence and this guaranty shall be enforceable as to such Obligations. (c) The Guarantors hereby expressly waive (1) all amounts that constitute part demands and notices of any kind with respect to any or all of the applicable Guaranteed Obligations Obligations, whether provided for by agreement, law or otherwise; (2) any and would be owed by all rights to cause a marshalling of the Borrowers PRODUCER’s assets or to cause HORMEL FOODS to proceed against any security or other recourse it may have for the Obligations; and (3) any requirements that HORMEL FOODS institute any action or proceeding at law or in equity, or obtain any judgment, against PRODUCER or any other person, as a condition precedent to making demand on, or bringing an action or obtaining and/or enforcing a judgment against, the Guarantors upon this guaranty except that the Guarantors shall have the right to contest liability hereunder based on defenses to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable Obligations in an action or not allowable due proceeding at law or in equity. (d) This guaranty will inure to the existence benefit of an Insolvency Proceeding involving HORMEL FOODS and its successors and assigns, and will be binding upon the Borrowers. Notwithstanding any of the foregoingGuarantors and their heirs, Guaranteed Obligations successors and assigns. (e) The Guarantors shall not include exercise any Excluded Hedge Liabilitiesright of subrogation until after Irrevocable Payment in full in cash of all of PRODUCER’s Obligations. (f) The Guarantors agrees that all disputes in any way related to this guaranty shall be arbitrated in accordance with Section 27 of this Agreement. (g) Any provisions of this Agreement which by their terms have or may have application to this Guaranty or the Guarantors will be deemed to the extent of such application to apply to this Guaranty and to the Guarantors. In no event shall Examples of such provisions are the obligation Sections titled “PRODUCER’S Obligations,” “Remedies,” “Indemnity,” “Right of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Offset,” “Assignment/Binding Effect,” “Governing Law,” “Jurisdiction and Venue,” “Mediation,” “Authorization” and “Waiver of Jury Trial.”

Guaranty. (a) Each Loan Party The Supporting Holders, on a joint and several basis, hereby jointly and severally and unconditionally and irrevocably guarantees guarantee to SPAC the due and punctual payment when due of the payment obligations of the Company under Section 11.03 of the Purchase Agreement, as they may be amended, changed, replaced or otherwise modified from time to time, including by providing any necessary funds to the Company to allow it to fulfill its obligations under the Purchase Agreement at the Closing, and payable undertakes to perform all such payment obligations to the extent that the Company fails to do so (whether at stated maturity, on demand, by acceleration or otherwisethe “Guaranteed Obligations”), which payment obligations shall be (i) payable in cash, or (ii) by transfer of 50% of the fully diluted Equity Securities of the Company, free and clear of all Obligations Liens (other than restrictions on transfer generally arising under applicable federal and state securities laws) (in such amounts of Equity Securities of the Borrowers, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest Company by each Supporting Holder as determined by the Supporting Holders). In the event that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to Supporting Holders satisfies the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation Guaranteed Obligations by transfer of the automatic stay under Section 362(aCompany’s Equity Securities, each Supporting Holder shall (A) of the United States Bankruptcy Code)provide customary representations, warranties, covenants and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing indemnities in respect of the Loan Documents such transfer, (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”B) enter into customary shareholders’ arrangements with SPAC, and agrees to pay any and (C) shall take all expenses (including reasonable counsel fees and expenses) incurred actions necessary, proper or advisable in connection with the transfer of the Company’s Equity Securities as are reasonably requested by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) SPAC. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend Supporting Holder unconditionally and irrevocably guarantees, covenants and agrees to all amounts that constitute part be jointly and severally liable with the Company for the due and punctual performance of each of the applicable Guaranteed Obligations. (b) In the event that any payment to SPAC in respect of the Guaranteed Obligations and would is rescinded or must otherwise be owed by returned for any reason whatsoever, the Borrowers Supporting Holders shall remain liable hereunder with respect to the Agents, the Lenders, the Bank Product Providers Guaranteed Obligations as if such payment had not been made. The covenants in this Section 4.8 are an unconditional guarantee of payment and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowerscollection. Notwithstanding any In furtherance of the foregoing, the Supporting Holders acknowledge that their liability hereunder shall extend to the full amount of the Guaranteed Obligations, and that SPAC may, in its sole discretion, bring and prosecute a separate action or actions against the Supporting Holders to enforce this Section 4.8 for such amount, regardless of whether any action is brought against the Supporting Holders or the Company or whether the Supporting Holders or the Company is joined in any such action. (c) The Supporting Holders agree that the Guaranteed Obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (i) the failure or delay of SPAC to assert any claim or demand or to enforce any right or remedy against the Company interested in the transactions contemplated by the Purchase Agreement or this Agreement; (ii) any change in the time, place or manner of payment of the Guaranteed Obligations, or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Purchase Agreement (other than amendments to the Guaranteed Obligations) made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with the Guaranteed Obligations; (iii) the addition, substitution or release of any Person now or hereafter liable with respect to the Guaranteed Obligations, to or from Section 4.8, the Purchase Agreement; (iv) any change in the corporate existence, structure or ownership of the Company or any other Person now or hereafter liable with respect to the Guaranteed Obligations; (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or any other Person now or hereafter liable with respect to the Guaranteed Obligations; (vi) the existence of any claim, set-off or other right which the Supporting Holders may have at any time against the Company, or the SPAC Parties, whether in connection with the Guaranteed Obligations or otherwise; (vii) the adequacy of any other means SPAC may have of obtaining payment of the Guaranteed Obligations; (viii) any change in the Law of any jurisdiction; (ix) the value, genuineness, validity, regularity, illegality or enforceability of the Purchase Agreement or this Agreement; or (x) any other act or omission that might in any manner or to any extent vary the risk of the Supporting Holders or otherwise operate as a release or discharge of the Supporting Holders. For avoidance of doubt, upon the payment of cash or transfer of Equity Securities in accordance with Section 4.8(a), the Guaranteed Obligation shall be deemed paid in full and the Supporting Holders shall have no further obligations pursuant to this Agreement (including with respect to the Termination Fee). (d) The Supporting Holders irrevocably and absolutely waive any and all right of subrogation, contribution, indemnification, reimbursement or similar rights against the Company with respect to the guaranty provided in this Section 4.8, whether such rights arise under an express or implied Contract or by operation of Law, it being the intention of the Supporting Holders and SPAC that the Supporting Holders shall not be deemed to be a “creditor” (as defined in Section 101 of the U.S. Bankruptcy Code or any other applicable Law) of the Company by reason of the existence of the Purchase Agreement or this Agreement in the event that the Company becomes a debtor in any proceeding under applicable Law. In addition, the Supporting Holders will not exercise any rights which it may acquire by way of subrogation under this guaranty by any payment made hereunder or otherwise, until all of the Guaranteed Obligations shall have indefeasibly been paid or performed in full. If any amount shall be paid to the Supporting Holders on account of such subrogation rights at any time when all the Guaranteed Obligations shall not include have been indefeasibly paid or performed in full, such amount shall be held in trust for the benefit of SPAC and shall forthwith be paid to SPAC and applied to such liabilities and obligations, whether matured or unmatured. (e) The covenants in this Section 4.8 shall remain in full force and effect until the payment of the Guaranteed Obligations to SPAC or the covenants in this Section 4.8 are terminated because (i) the Closing is consummated, (ii) the Purchase Agreement is validly terminated in accordance with its terms (other than a termination of the Purchase Agreement in any Excluded Hedge Liabilitiescircumstance in which the Company Termination Fee is payable), or (iii) SPAC receives consideration for the Guaranteed Obligation as described in Section 4.8(a) with respect to the Guaranteed Obligations. In no event All obligations to which this Section 4.8 shall apply or may apply under the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawterms hereof shall be conclusively presumed to have been created in reliance hereon.

Guaranty. (a) Each Loan Party hereby jointly and severally The Guarantor irrevocably and unconditionally guarantees, as primary obligor and irrevocably guarantees not merely as surety, the due and punctual payment in full of all Guarantied Obligations (as hereinafter defined) when due and payable (the same shall become due, whether at stated maturity, on demandby acceleration, by acceleration demand or otherwise), of all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether otherwise (including amounts that would become due but for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code). The term “Guarantied Obligations” means any and all Obligations of the Co-Borrower and all payment obligations of the Co-Borrower or the applicable Subsidiary of the Guarantor under Related Credit Arrangements, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in connection with the Credit Agreement, the Related Credit Arrangements, and the due performance other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of the Co-Borrower or such Subsidiary of the Guarantor or from time to time renew them after they have been satisfied. The Guarantor acknowledges that a portion of the Loans made to the Co-Borrower may be advanced for its benefit, that Letters of Credit issued to the Co-Borrower may be issued for the benefit of its business and observance that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Co-Borrower (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of the Guarantor and the Administrative Agent that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve the Co-Borrower of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by the Borrowers of their other Obligations now or hereafter existing in respect Co-Borrower, the obligations of the Loan Documents (Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from any of the Lender Group as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the other provisions of this Section 1, upon the failure of the Co-Borrower to pay any of the Guarantied Obligations when and as the same shall become due, the Guarantor will upon demand pay, or cause to be paid, in cash, to the extent not paid or performed by Administrative Agent for the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality ratable benefit of the foregoingLender Group, each Guarantor’s liability shall extend an amount equal to all such amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawhave become due.

Guaranty. (a) Each Loan Party Guarantor hereby jointly and severally irrevocably, absolutely, and unconditionally guarantees to each Lender Party the prompt, complete, and irrevocably guarantees the punctual full payment when due due, and no matter how the same shall become due, of: (i) all Obligations, as defined in the Credit Agreement, including all principal of, all interest on, and all other sums payable in connection therewith; and (whether at stated maturityii) all the LC Obligations, on demand, by acceleration or otherwise), of including all Obligations obligations of the BorrowersBorrower to make reimbursements and other payments to the LC Issuer and to the Lenders in respect of Letters of Credit issued pursuant to the Credit Agreement; (iii) all the Swingline Loans, now or hereafter existing including all obligations of the Borrower to make reimbursements and other payments to the Swingline Lender in respect of Swingline Loans issued pursuant to the Credit Agreement; (iv) all other sums payable under any the other Loan DocumentDocuments, whether for principal, interest interest, fees or otherwise; and (includingv) any and all other indebtedness, without limitation, all interest that accrues after the commencement of obligations or liabilities which may at any Insolvency Proceeding with respect time be owed to any BorrowerLender Party, whether incurred heretofore or not a claim for post-filing interest is allowed in such Insolvency Proceeding)hereafter or concurrently herewith, Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications under or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect pursuant to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”Documents, and agrees to pay any and all expenses (including interest, reasonable counsel attorneys’ fees and expenses) incurred collection costs as may be provided by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer law or in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) instrument or agreement evidencing any such indebtedness or liability. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to and include all amounts that constitute part post-petition interest, expenses, and other duties and liabilities of the applicable Guaranteed Obligations and Borrower described above in this subsection (a), or below in the following subsection (b), which would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document Borrower but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization, or similar proceeding involving the Borrowers. Notwithstanding Borrower. (b) Each Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to each Lender Party the prompt, complete and full payment, when due, and no matter how the same shall become due, of all obligations and undertakings of the Borrower to such Lender Party under, by reason of, or pursuant to any of the foregoingObligation Documents. (c) If the Borrower shall for any reason fail to pay any Obligation, Guaranteed Obligations as and when such Obligation shall not include any Excluded Hedge Liabilities. In no event shall become due and payable, whether at its stated maturity, as a result of the obligation exercise of any power to accelerate, or otherwise, each Guarantor will, upon demand by the Administrative Agent, pay such Obligation in full to the Administrative Agent for the benefit of the Lender Party to whom such Obligation is owed. (d) If either the Borrower or any Guarantor fail to pay any Obligation as described in the immediately preceding subsections (a), (b), or (c) each Guarantor will incur the additional obligation to pay to the Administrative Agent, and each Guarantor will forthwith upon demand by the Administrative Agent pay to the Administrative Agent, the amount of any and all reasonable expenses, including fees and disbursements of the Administrative Agent’s counsel and of any experts or agents retained by the Administrative Agent, which the Administrative Agent may incur as a result of such failure. (e) As between the Guarantors and each Lender Party, this Guaranty shall be considered a primary and liquidated liability of each Guarantor. (f) The liability of each Guarantor hereunder exceed shall be limited to the maximum amount of liability that can be incurred without rendering this Guaranty, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. (g) The books and records of the Lender Parties showing the amount of any of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantors and conclusive for the purpose of establishing the amount of the Obligations. (h) Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor could guarantee is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of any Lender Party) is imposed upon such Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the Administrative Agent, on the date on which such amount is due and payable hereunder, such additional amount in Dollars as shall be necessary to enable each Lender Party to receive the same net amount that such Lender Party would have received on such due date had no such obligation been imposed upon such Guarantor. Each Guarantor will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of the Guarantors under any Debtor Relief Lawthis paragraph shall survive the payment in full of the Obligations and termination of this Guaranty.

Guaranty. In order to induce ▇▇▇▇▇▇▇▇, BILLINGS, RAMSEY, GROUP, INC., (a“Sublandlord”) Each Loan Party to execute and deliver that certain Sublease (the “Sublease”) between Sublandlord and INNOVIVE PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”) for the premises (the “Sublease Premises”) more particularly described in the Sublease, and in consideration thereof, the undersigned PARAMOUNT BIOCAPITAL INVESTMENTS, LLC, a Delaware limited liability company (“Paramount”) and ▇▇▇▇▇▇ ▇▇▇▇▇, an individual (“Individual Guarantor”)) (Paramount and the Individual Guarantor are collectively referred to herein as the “Guarantor”) hereby jointly and severally and unconditionally unconditionally, absolutely and irrevocably guarantees the punctual payment when due and payable (whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect guaranty to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwiseSublandlord, and whether accruing before or subsequent its successors and assigns, the prompt and full payment by Subtenant of each and every item of Base Rent, Operating Payments, Tax Payments and Electricity to be paid by Subtenant under the commencement of any Insolvency Proceeding Sublease, together with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (costs and expenses, including reasonable counsel fees and expenses) attorneys’ fees, which may be incurred by Sublandlord in connection with any default beyond any applicable notice or grace period by Subtenant under the AgentsSublease or enforcing the Sublease and/or this Guaranty (collectively the “Obligations”). Guarantor expressly acknowledges that he, she or it has reviewed the Sublease and understands the same. If there is more than one Guarantor, the Lenders, the Bank Product Providers terms and the L/C Issuer in enforcing any rights under the guaranty set forth in conditions of this ARTICLE XI. (b) Without limiting the generality of the foregoing, each Guarantor’s liability Guaranty shall extend apply to all amounts Guarantors jointly and severally. The liability of Guarantor is coextensive with that constitute part of the applicable Guaranteed Obligations Subtenant and would also joint and several, and legal action may be owed by the Borrowers brought against Guarantor and carried to final judgment either with or without making Subtenant or any assignee or successor thereof as a party thereto. The undersigned further covenants and agrees that Sublandlord may at any time or from time to time, in its sole and absolute unfettered discretion, without notice to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.undersigned:

Guaranty. The GUARANTOR guarantees to the SECURED PARTIES: (a) Each Loan Party hereby jointly the payment of any and severally and unconditionally and irrevocably guarantees the punctual payment when all sums now or hereafter due and payable owing to the SECURED PARTIES by the BORROWER as a result of or in connection with any and all existing or future indebtedness, liability, or obligation of every kind, nature, type, and variety owed by the BORROWER to the SECURED PARTIES from time to time, arising out of or related to the LOANS or the CREDIT DOCUMENTS, whether direct or indirect, absolute or contingent, primary or secondary, joint or several, unconditional or conditional, known or unknown, liquidated or unliquidated, contractual or tortious, including, but not limited to, all amounts of principal, interest, charges, reimbursements, advancements, escrows, and fees; (b) that all sums now or hereafter due and owing by the BORROWER to the SECURED PARTIES in connection with or arising from the LOANS shall be paid when and as due, whether at stated by reason of installment, maturity, on demand, by acceleration or otherwise), time being of the essence; (c) the payment and performance of all Obligations indemnification obligations and duties to defend owed by the BORROWER to the SECURED PARTIES in accordance with the terms of the BorrowersCREDIT DOCUMENTS; and (d) the timely, now or hereafter existing under any Loan Documentcomplete, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwisecontinuous, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due strict performance and observance by the Borrowers BORROWER of their other Obligations now or hereafter existing in respect each of the Loan Documents (such Obligationsterms, to covenants, agreements and conditions contained in the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and CREDIT DOCUMENTS. The GUARANTOR agrees to pay hold harmless and indemnify the SECURED PARTIES from any and all expenses (costs and expenses, including reasonable counsel fees and expenses) attorneys’ fees, incurred by the AgentsSECURED PARTIES as a result of a failure by the BORROWER to satisfy its duties and obligations under the CREDIT DOCUMENTS or the GUARANTOR’S failure to satisfy the duties and obligations assumed by the GUARANTOR under this GUARANTY. As used in this GUARANTY, the Lendersterm “OBLIGATIONS” shall refer to the obligations of payment, performance, and indemnification which the Bank Product Providers GUARANTOR has undertaken and the L/C Issuer in enforcing any rights under the guaranty set forth assumed pursuant to this GUARANTY, as described in this ARTICLE XISection and in other Sections of this GUARANTY. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. (a) Each Loan Party Guarantor hereby jointly and severally and irrevocably, unconditionally and irrevocably absolutely guarantees to Lender, and Lender’s successors and assigns, the punctual payment when due and payable (prompt payment, and not just the collectability, of the principal of, and interest and late charges, escrow payments and all other indebtedness and indemnification, if any, under any of the Loan Documents when due, whether at stated maturity, on demandpursuant to mandatory or optional prepayments, by acceleration acceleration, indemnification or otherwise)otherwise all at the times and places and at the rates described in, and otherwise according to the terms of, the Note and the other Loan Documents. Guarantor further hereby irrevocably, unconditionally and absolutely guarantees to Lender the due and prompt performance by Borrower of all Obligations duties, agreements and obligations of Borrower contained in the BorrowersNote and the other Loan Documents, now or hereafter existing under any Loan Documentand the due and prompt payment of all costs incurred, whether for principal, interest including reasonable attorneys’ and paralegals’ fees and costs (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrowerfees and costs incurred in litigation, whether or not a claim for post-filing interest is allowed in such Insolvency Proceedingmediation, arbitration, administrative and bankruptcy proceedings, and appeals therefrom), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, in enforcing the payment and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation performance of the automatic stay under Section 362(a) Note and the other Loan Documents and this Guaranty Agreement. The payment and performance of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty items set forth in this ARTICLE XI. (b) Without limiting Section 2.1 are hereinafter collectively referred to as the generality “Indebtedness Guaranteed”. The liability of Guarantor under this Section 2.1 shall survive any release, termination, satisfaction or foreclosure of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part Mortgage or the Borrower Collateral (as defined in the Loan Agreement) or the acceptance of the applicable Guaranteed Obligations and would be owed by the Borrowers title to the Agents, Premises or the Lenders, the Bank Product Providers Borrower Collateral by a deed in lieu of foreclosure. In case any covenant and the L/C Issuer agreement made by Borrower under any Loan Documents has not been performed or any obligation under the Note or other Loan Document but for shall not have been paid by Borrower when due, Guarantor will, not later than fifteen (15) days after written notice by Lender, perform the fact that they are unenforceable or not allowable due same and pay the same, to the existence of an Insolvency Proceeding involving amount and to the Borrowersextent required hereunder. Notwithstanding any of Overdue amounts hereunder shall bear interest at the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall Default Rate as defined in the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawNote.

Guaranty. (a) Each Loan Party hereby of the Guarantors unconditionally and irrevocably, jointly and severally severally, guarantees to the Agent, the Issuing Lender, any Bank Product Provider and unconditionally the Lenders, and irrevocably guarantees their respective successors, endorsers, transferees and assigns (the punctual “Guaranteed Persons”), the full and prompt payment when due and payable (whether at stated maturity, on demandby required prepayment, by acceleration declaration, acceleration, demand or otherwise), ) and performance of all Obligations indebtedness, liabilities and other obligations (including the Obligations) of any Borrower to any Guaranteed Person, whether arising out of or in connection with this Agreement, any other Loan Document or otherwise, including all unpaid principal of the BorrowersLoans, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitationall L/C Obligations, all interest accrued thereon, all fees due under this Agreement and all other amounts payable by any Borrower to any Guaranteed Person thereunder or in connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under the Bankruptcy Code or other applicable law. The foregoing indebtedness, liabilities and other obligations (including the Obligations) of Borrowers shall hereinafter be collectively referred to as the “Guaranteed Obligations”; provided, that accrues after anything to the commencement contrary contained in the foregoing notwithstanding, the Guaranteed Obligations of any Guarantor shall exclude its Excluded Swap Obligations. The Guaranteed Obligations include interest which, but for an Insolvency Proceeding with respect to any BorrowerProceeding, would have accrued on such Guaranteed Obligations, whether or not a claim for post-filing interest is allowed against any Borrower for such interest in any such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. (a) Each Loan Party hereby Guarantors jointly and severally irrevocably and unconditionally guaranty, as primary obligors and irrevocably guarantees not merely as sureties, the due and punctual payment in full of all Guarantied Obligations (as hereinafter defined) when due and payable (the same shall become due, whether at stated maturity, on demandby acceleration, by acceleration demand or otherwise), of all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether otherwise (including amounts that would become due but for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any and all Obligations of Company and all obligations of Company or any Subsidiary under Lender Swap Agreements, and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in respect connection with the Credit Agreement, the Lender Swap Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Loan Documents Loans may be advanced to it, that Letters of Credit may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Company of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the extent not paid or performed by other provisions of this Section 1, upon the Borrowers, being the ”Guaranteed Obligations”, and agrees failure of Company to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoingGuarantied Obligations when and as the same shall become due, each Guarantor’s liability shall extend Guarantor will upon demand pay, or cause to all amounts that constitute part be paid, in cash, to Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the aggregate of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawunpaid Guarantied Obligations.

Guaranty. (a) Each Loan Party Guarantor hereby irrevocably, absolutely and unconditionally, and jointly and severally severally: (i) guarantees (A) to the Lenders and unconditionally the Administrative Agent (collectively, the “Guaranteed Parties”) the full and irrevocably guarantees the punctual payment prompt payment, at any time and from time to time as and when due and payable (whether at the stated maturity, on demand, by acceleration or otherwise), of all Obligations of the BorrowersBorrower and the other Account Parties under the Credit Agreement and the other Loan Documents, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all principal of and interest that accrues after on the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Loans and Reimbursement Obligations, all fees, commissionsexpenses, expense reimbursements, indemnifications indemnities and other amounts payable by the Borrower under the Credit Agreement or otherwiseany other Loan Document, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding all Obligations that, but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, would become due, whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (all liabilities and obligations described in this clause (i), collectively, the “Guaranteed Obligations”); and (ii) agrees to pay, without duplication, the reasonable documented out-of-pocket fees and the due performance expenses of counsel to, and observance by the Borrowers of their other Obligations now reimburse upon demand all reasonable documented out-of-pocket costs and expenses incurred or hereafter existing paid by, (y) any Guaranteed Party in respect connection with any suit, action or proceeding to enforce or protect any rights of the Loan Documents Guaranteed Parties hereunder and (z) the Administrative Agent in connection with any amendment, modification or waiver hereof or consent pursuant hereto, and to indemnify and hold each Guaranteed Party and its directors, officers, employees, agents and Affiliates harmless from and against any and all claims, losses, damages, obligations, liabilities, penalties, costs and expenses (including, without limitation, reasonable attorneys’ documented fees and reasonable documented out-of-pocket expenses) of any kind or nature whatsoever, whether direct, indirect or consequential, that may at any time be imposed on, incurred by or asserted against any such indemnified party as a result of, arising from or in any way relating to this Guaranty or the collection or enforcement of the Guaranteed Obligations; provided, however, that no indemnified party shall have the right to be indemnified hereunder for any such claims, losses, costs and expenses (x) to the extent not paid determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or performed willful misconduct of such indemnified party or (y) that result from a claim by the Borrowers, being the ”Guaranteed Obligations”, any Loan Party against an indemnified party for breach in bad faith of such indemnified party’s obligations hereunder or under any other Loan Document if such Loan Party has obtained a final and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred nonappealable judgment in its favor on such claim as determined by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XIa court of competent jurisdiction. (b) Without limiting Notwithstanding the generality provisions of subsection (a) above and notwithstanding any other provisions contained herein or in any other Loan Document: (i) no provision of this Guaranty shall require or permit the collection from any Guarantor of interest in excess of the foregoingmaximum rate or amount that such Guarantor may be required or permitted to pay pursuant to applicable law; and (ii) the liability of each Guarantor under this Guaranty as of any date shall be limited to a maximum aggregate amount (the “Maximum Guaranteed Amount”) equal to the greatest amount that would not render such Guarantor’s obligations under this Guaranty subject to avoidance, discharge or reduction as of such date as a fraudulent transfer or conveyance under applicable Debtor Relief Laws, in each instance after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under applicable Debtor Relief Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder, and after giving effect as assets to the value (as determined under applicable Debtor Relief Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor pursuant to (y) applicable law or (z) any agreement (including this Guaranty) providing for an equitable allocation among such Guarantor and other Affiliates of the Borrower of obligations arising under guaranties by such parties). (c) The Guarantors desire to allocate among themselves, in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made hereunder on any date by a Guarantor (a “Funding Guarantor”) that exceeds its Fair Share (as hereinafter defined) as of such date, that Funding Guarantor shall be entitled to a contribution from each of the other Guarantors in the amount of such other Guarantor’s Fair Share Shortfall (as hereinafter defined) as of such date, with the result that all such contributions will cause each Guarantor’s liability shall extend Aggregate Payments (as hereinafter defined) to equal its Fair Share as of such date. “Fair Share” means, with respect to a Guarantor as of any date of determination, an amount equal to (i) the ratio of (x) the Adjusted Maximum Guaranteed Amount (as hereinafter defined) with respect to such Guarantor to (y) the aggregate of the Adjusted Maximum Guaranteed Amounts with respect to all amounts that constitute part Guarantors, multiplied by (ii) the aggregate amount paid or distributed on or before such date by all Funding Guarantors hereunder in respect of the applicable obligations guarantied. “Fair Share Shortfall” means, with respect to a Guarantor as of any date of determination, the excess, if any, of the Fair Share of such Guarantor over the Aggregate Payments of such Guarantor. “Adjusted Maximum Guaranteed Obligations Amount” means, with respect to a Guarantor as of any date of determination, the Maximum Guaranteed Amount of such Guarantor, determined in accordance with the provisions of subsection (b) above; provided that, solely for purposes of calculating the “Adjusted Maximum Guaranteed Amount” with respect to any Guarantor for purposes of this subsection (c), any assets or liabilities arising by virtue of any rights to subrogation, reimbursement or indemnity or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Guarantor. “Aggregate Payments” means, with respect to a Guarantor as of any date of determination, the aggregate amount of all payments and would distributions made on or before such date by such Guarantor in respect of this Guaranty (including, without limitation, in respect of this subsection (c)). The amounts payable as contributions hereunder shall be owed determined as of the date on which the related payment or distribution is made by the Borrowers applicable Funding Guarantor. Each Funding Guarantor’s right of contribution under this subsection (c) shall be subject to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence provisions of an Insolvency Proceeding involving the BorrowersSection 4. Notwithstanding any The allocation among Guarantors of the foregoing, Guaranteed Obligations their obligations as set forth in this subsection (c) shall not include be construed in any Excluded Hedge Liabilities. In no event shall way to limit the obligation liability of any Guarantor hereunder exceed to the maximum amount such Guarantor could guarantee under any Debtor Relief LawGuaranteed Parties.

Guaranty. (a) Each Loan Party hereby The Guarantors jointly and severally severally, irrevocably and unconditionally guaranty, as primary obligors and irrevocably guarantees not merely as sureties, the due and punctual payment in full of all Guarantied Obligations (as hereinafter defined) when due and payable (the same shall become due, whether at stated maturity, on demandby acceleration, by acceleration demand or otherwise), of all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether otherwise (including amounts that would become due but for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code). The term “Guarantied Obligations” means any and all Obligations of Company and all payment obligations of Company or the applicable Subsidiary of Company under Related Credit Arrangements, and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in respect connection with the Credit Agreement, the Related Credit Arrangements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or such Subsidiary of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Loan Documents Loans may be advanced for its benefit, that Letters of Credit may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of either Borrower (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and the Administrative Agent that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve either Borrower of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by either Borrower, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from any Secured Party as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the other provisions of this Section 1, upon the failure of either Borrower to pay any of the Guarantied Obligations when and as the same shall become due, each Guarantor will upon demand pay, or cause to be paid, in cash, to the extent not paid or performed by Administrative Agent for the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality ratable benefit of the foregoingSecured Parties, each Guarantor’s liability shall extend an amount equal to all such amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawhave become due.

Guaranty. (a) Each Loan Party Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees to the punctual Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due and payable (whether at stated maturity, on demandby required prepayment, by acceleration declaration, acceleration, demand or otherwise), of all Obligations ) and performance of the Borrowersindebtedness, liabilities and other obligations of the Designated Obligors to the Guaranteed Parties under or in connection with the Credit Agreement, the Notes, the Issuer Documents and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Designated Obligors to the Guaranteed Parties thereunder or in connection therewith; provided that, no Guarantor shall be deemed to guarantee the obligations in respect of which it is a primary obligor. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter existing arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Loan DocumentDebtor Relief Law, whether for principal, interest (including, without limitation, all and including interest that accrues after the commencement by or against any Designated Obligor or any Affiliate thereof of any Insolvency Proceeding with respect to proceeding under any Borrower, whether or not a claim for post-filing interest is allowed Debtor Relief Laws naming such Person as the debtor in such Insolvency Proceeding)proceeding. The foregoing indebtedness, Letter liabilities and other obligations of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwisethe Designated Obligors, and whether accruing before or subsequent all other indebtedness, liabilities and obligations to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not be paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay each Guarantor in connection with this Guaranty (including any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights amounts due under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality Section 10.04 of the foregoingCredit Agreement), each Guarantor’s liability shall extend hereinafter be collectively referred to all amounts that constitute part of as the applicable “Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawObligations.”

Guaranty. (a) Each Loan Party Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees the punctual payment when due and payable (due, whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations obligations whatsoever of the Borrowers, Borrower now or hereafter existing under any the Loan DocumentDocuments, whether absolute or contingent and whether for principal, interest (including, without limitation, all interest that accrues after but for the commencement existence of any Insolvency Proceeding with respect to any Borrowera bankruptcy, whether reorganization or not a claim for post-filing interest is allowed in such Insolvency Proceedingsimilar proceeding would accrue), Letter of Credit Obligations, fees, commissionsamounts required to be provided as collateral, expense reimbursementsindemnities, indemnifications expenses or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their all other Obligations now or hereafter existing amounts owing in respect of the Loan Documents Obligations (such Obligations, to the extent not paid or performed by the Borrowers, obligations being the ”"Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) "). Without limiting the ---------------------- generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers Borrower to the AgentsAdministrative Agent, the LendersIssuing Agent, or any Lender under the Bank Product Providers and the L/C Issuer under any Loan Document Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving Borrower. (b) It is the Borrowersintention of Guarantor, and Administrative Agent, the Issuing Lender, and each Lender that the amount of the Guaranteed Obligations guaranteed by Guarantor shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer and similar Legal Requirements applicable to Guarantor. Notwithstanding Accordingly, notwithstanding anything to the contrary contained in this Guaranty or in any other agreement or instrument executed in connection with the payment of any of the foregoingGuaranteed Obligations, the amount of the Guaranteed Obligations guaranteed by Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not include render Guarantor's obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any Excluded Hedge Liabilities. In no event shall the obligation comparable provision of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawother applicable law.

Guaranty. (a) Each Loan Party Guarantor hereby irrevocably, absolutely and unconditionally, and jointly and severally severally: (i) guarantees to the Purchasers and unconditionally the Collateral Agent (collectively, the “Guaranteed Parties”) the full and irrevocably guarantees the punctual payment prompt payment, at any time and from time to time as and when due and payable (whether at the stated maturity, on demand, by acceleration or otherwise), of all of the Obligations of the BorrowersBorrower under the Note Purchase Agreement and the other Credit Documents, now or hereafter existing under any Loan Document, whether for principal, including all principal of and interest (including, without limitationon the Notes, all fees, expenses, indemnities and other amounts payable by the Borrower under the Note Purchase Agreement or any other Credit Document (including interest that accrues accruing after the filing of a petition or commencement of any Insolvency Proceeding a case by or with respect to the Borrower seeking relief under any BorrowerInsolvency Laws (as hereinafter defined), whether or not a the claim for post-filing such interest is allowed in such Insolvency Proceedingproceeding), Letter of Credit Obligationsand all Obligations that, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, would become due, whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (all liabilities and obligations described in this Section 1(a)(i), and collectively, the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”“Guaranteed Obligations”, and ); (ii) agrees to pay any on demand all reasonable and all documented out-of-pocket expenses (of the Guaranteed Parties hereunder, including reasonable counsel fees and expensesdisbursements of counsel in connection with (A) incurred by any amendments, supplements, consents or waivers hereto and (B) the Agentsadministration or enforcement of this Guaranty; and (iii) agrees to indemnify, defend and hold harmless each Guaranteed Party and their respective Related Parties from and against all damages, losses and other out-of-pocket costs and expenses of any kind or nature whatsoever pursuant to the Lenders, terms of Section 9.2 of the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XINote Purchase Agreement. (b) Without limiting Notwithstanding the generality provisions of Section 1(a) and notwithstanding any other provisions contained herein or in any other Credit Document: (i) no provision of this Guaranty shall require or permit the collection from any Guarantor of interest in excess of the foregoingmaximum rate or amount that such Guarantor may be required or permitted to pay pursuant to applicable law; and (ii) the liability of each Guarantor under this Guaranty as of any date shall be limited to a maximum aggregate amount (the “Maximum Guaranteed Amount”) equal to the greatest amount that would not render such Guarantor’s obligations under this Guaranty subject to avoidance, discharge or reduction as of such date as a fraudulent transfer or conveyance under applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws (collectively, “Insolvency Laws”), in each instance after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under applicable Insolvency Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder, and after giving effect as assets to the value (as determined under applicable Insolvency Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor pursuant to (x) applicable law or (y) any agreement (including this Guaranty) providing for an equitable allocation among such Guarantor and other Affiliates of the Borrower of obligations arising under guaranties by such parties). (c) The Guarantors desire to allocate among themselves, in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made hereunder on any date by a Guarantor (a “Funding Guarantor”) that exceeds its Fair Share (as hereinafter defined) as of such date, that Funding Guarantor shall be entitled to a contribution from each of the other Guarantors in the amount of such other Guarantor’s Fair Share Shortfall (as hereinafter defined) as of such date, with the result that all such contributions will cause each Guarantor’s liability shall extend Aggregate Payments (as hereinafter defined) to all amounts that constitute part equal its Fair Share as of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawdate.

Guaranty. (a) Each Loan Party The Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees for the punctual Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due and payable (whether at stated maturity, on demandby required prepayment, by acceleration declaration, acceleration, demand or otherwise), ) of all Obligations the indebtedness, liabilities and other payment obligations of each Designated Borrower (now existing or hereafter arising pursuant to Section 2.14 of the BorrowersCredit Agreement) to the Guaranteed Parties under or in connection with the Credit Agreement, the Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all amounts owing in respect of the L/C Obligations, all fees due under the Credit Agreement and all other amounts payable by each Designated Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, whether now existing or hereafter existing arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Loan DocumentDebtor Relief Laws, whether for principal, interest (including, without limitation, all and including interest that accrues after the commencement by or against any Designated Borrower or any Affiliate thereof of any Insolvency Proceeding with respect to proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of each Designated Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding)and all other indebtedness, Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, liabilities and whether accruing before or subsequent obligations to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not be paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay Guarantor in connection with this Guaranty (including any and all expenses (including reasonable counsel fees and expenses) incurred by amounts due under Section 12), shall hereinafter be collectively referred to as the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI“Guaranteed Obligations. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.”

Guaranty. (a) Each Loan Party hereby of the Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of Secured Parties the due and irrevocably guarantees the punctual payment in full of all Obligations when due and payable (the same shall become due, whether at stated maturity, on demandby required prepayment, by acceleration declaration, acceleration, demand or otherwise), of all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether otherwise (including amounts that would become due but for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. § 362(a)). Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right that any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower to pay any of the Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), and Guarantors will upon demand pay, or cause to be paid, in cash, to Administrative Agent for the due performance and observance by ratable benefit of Secured Parties, an amount equal to the Borrowers of their other Obligations now or hereafter existing in respect sum of the Loan Documents unpaid principal amount of all Obligations then due as aforesaid, accrued and unpaid interest on such Obligations (including interest that, but for the Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Obligations, whether or not a claim is allowed against the Borrower for such interest in the related bankruptcy case) and all other Obligations then owed to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, Secured Parties as aforesaid. This Guaranty is a continuing guaranty and agrees to pay any and shall remain in effect until all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoingObligations shall have been paid in full. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Obligations. Each Guarantor agrees that its obligations hereunder are irrevocable, each Guarantor’s liability absolute, independent and unconditional and shall extend to all amounts not be affected by any circumstance that constitute part constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawObligations.

Guaranty. (a) Each Loan Party Except for any release of any Guarantor pursuant to Section 9.10 of the Credit Agreement, each Guarantor hereby jointly and severally absolutely, irrevocably and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees the punctual performance and not merely as a guaranty of collection, prompt payment when due and payable (due, whether at stated maturity, on demandby required prepayment, by acceleration upon acceleration, demand or otherwise, and at all times thereafter, the Obligations (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Administrative Agent, the Lenders and/or the L/C Issuers in connection with the collection or enforcement thereof in accordance with Section 10.04 of the Credit Agreement), and whether recovery upon such Obligations may be or hereafter becomes unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor or any Borrower under the Bankruptcy Code (Title 11, United States Code), any Canadian Insolvency Law, any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of all Obligations creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the BorrowersUnited States, now Canada or hereafter existing under any Loan Documentother applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, whether for principal“Debtor Relief Laws”), interest (including, without limitation, all and including interest that accrues after the commencement by or against such Borrower of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee proceeding under any Debtor Relief LawLaws, but excluding any Excluded Swap Obligations (collectively, the “Guaranteed Obligations”). The Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of a Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of each Guarantor hereunder (other than any Guarantor which is incorporated under the laws of Canada or any province or territory thereof) at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. (a) Each Loan Party The Guarantor hereby jointly irrevocably, absolutely and severally unconditionally: (i) guarantees (a) to the Lenders and unconditionally the Administrative Agent (collectively, the "Guaranteed Parties") the full and irrevocably guarantees the punctual payment prompt payment, at any time and from time to time as and when due and payable (whether at the stated maturity, on demand, by acceleration or otherwise), of all Obligations of the BorrowersBorrower under the Credit Agreement and the other Credit Documents, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all principal of and interest that accrues on the Loans, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of any Insolvency Proceeding a case by or with respect to the Borrower seeking relief under any Borrowerapplicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws (collectively, "Insolvency Laws"), whether or not a the claim for post-filing such interest is allowed in such Insolvency Proceedingproceeding), Letter of Credit Obligationsand all Obligations that, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, would become due, and (b) to each applicable Lender in its capacity as a counterparty to any Hedge Agreement with the Borrower required or permitted under the Credit Agreement, all obligations of the Borrower under such Hedge Agreement, in each case under (a) and (b) whether now existing or hereafter created or arising and whether direct or indirect, absolute or contingent, due or to become due (all liabilities and obligations described in this clause (i), and collectively, the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”"Guaranteed Obligations”, and "); and (ii) agrees to pay any or reimburse upon demand all reasonable and all documented costs and expenses (including including, without limitation, reasonable counsel and documented attorneys' fees and expenses) incurred or paid by (y) any Guaranteed Party in connection with any suit, action or proceeding to enforce or protect any rights of the AgentsGuaranteed Parties hereunder and (z) the Administrative Agent in connection with any amendment, modification or waiver hereof or consent pursuant hereto, and to indemnify and hold each Guaranteed Party and its directors, officers, employees, agents and Affiliates harmless from and against any and all claims, losses, damages, obligations, liabilities, penalties, costs and expenses (including, without limitation, reasonable and documented attorneys' fees and expenses) of any kind or nature whatsoever, whether direct, indirect or consequential, that may at any time be imposed on, incurred by or asserted against any such indemnified party as a result of, arising from or in any way relating to this Guaranty or the collection or enforcement of the Guaranteed Obligations; PROVIDED, HOWEVER, that no indemnified party shall have the right to be indemnified hereunder for any such claims, losses, costs and expenses to the extent resulting from the gross negligence or willful misconduct of such indemnified party (all liabilities and obligations described in this clause (ii), collectively, the Lenders"Other Obligations"; and the Other Obligations, together with the Guaranteed Obligations, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI"Total Obligations"). (b) Without limiting the generality The guaranty of the foregoingGuarantor set forth in this Section is a guaranty of payment as a primary obligor, each Guarantor’s liability shall extend to all amounts that constitute part and not a guaranty of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawcollection.

Guaranty. (a) Each Loan Party Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due and payable (due, whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations obligations of the Borrowers, each other Loan Party now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations, to the extent not paid or performed by the Borrowers, obligations being the ”"Guaranteed Obligations”"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, Agent or the Lenders, the Bank Product Providers and the L/C Issuer Lenders in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Guaranty. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document Party to any Lender but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving such Loan Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Borrowers. Notwithstanding any Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Guaranty and the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation obligations of any each Guarantor hereunder exceed not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Agent, the Lenders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the obligations of such Guarantor could guarantee under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, "Bankruptcy Law" means any Debtor Relief Lawproceeding of the type referred to in Section 6.1(f) and (g) of the Credit Agreement or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.

Guaranty. The undersigned (a“Guarantor”) Each Loan Party hereby jointly and severally absolutely, irrevocably and unconditionally guaranties (as primary obligor and irrevocably guarantees not merely as surety) to the punctual Seller (as defined below) under that certain Promissory Note dated as of August 3, 2010, in the principal amount of Three Million Three Hundred Thirty Five Thousand Seven Hundred Ninety Seven and 26/100 Dollars ($3,335,797.26) (the “Note”) by VERTICAL V, INC., a Delaware corporation (“Buyer”) to the order of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., an individual, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., AS TRUSTEE OF THE ▇▇▇▇▇ FAMILY TRUST U/T/A DATED AUGUST 20, 2001 (collectively, together with any subsequent holder hereof, “Seller”), the full and prompt payment when due and payable (whether at stated maturity, on demandby acceleration, by acceleration or otherwise)) and performance of any and all indebtedness of Buyer to Seller, of all Obligations of the Borrowers, whether now existing or hereafter existing incurred, under any Loan Documentthe Note, whether for principal, interest (including, without limitation, (a) all interest principal, interest, fees, reasonable attorneys’ fees, liabilities for costs and expenses and other indebtedness, obligations and liabilities of Buyer to Seller at any time created or arising in connection with the Note or any amendment, extension, renewal, or modification thereto or substitution therefor; and (b) all costs, expenses and fees, including but not limited to court costs and reasonable attorneys’ fees and paralegal fees, arising in connection with, or as a consequence of the non-payment, non-performance or non-observance by Buyer or Guarantor of all amounts, indebtedness, obligations and liabilities of Buyer to Seller described in this paragraph. Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Note. Guarantor agrees that accrues after the commencement obligations hereunder are independent of any Insolvency Proceeding with respect and in addition to any Borrowerthe undertakings of Buyer pursuant to the Note. A separate action may be brought to enforce the provisions hereof against Guarantor, whether or not Buyer, or any other guarantor, is a claim party in any such action. Buyer and/or Guarantor and/or any other guarantor may be sued together, or any of them may be sued separately without first or contemporaneously suing the other. All notices under this Guaranty shall be in writing and shall be deemed to have been given within three (3) days of the date placed in the U.S. Mail if mailed by U.S. Mail, certified or registered, postage prepaid, or on the same day sent by telecopy provided such is sent on a business day and the Seller has received confirmation of the delivery of such telecopy, or one (1) business day after being entrusted for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwisedelivery with a reputable overnight courier service, and whether accruing before or subsequent addressed to Guarantor as set forth below its signature to this Guaranty. Guarantor may change the commencement address to which notices shall be directed by giving three (3) business days written notice of any Insolvency Proceeding such change to Seller. This Guaranty shall be governed by and construed in accordance with respect to any Borrower (notwithstanding the operation laws of the automatic stay under Section 362(a) State of the United States Bankruptcy Code)California, without regard to principles of conflicts of law. Jurisdiction and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing venue for any proceeding regarding this Guaranty shall be in respect of the Loan Documents (such ObligationsSan Francisco County, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XICalifornia. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. The Guarantor hereby (ai) Each Loan Party hereby jointly and severally irrevocably, absolutely and unconditionally and irrevocably guarantees the punctual payment by the Borrower, as and when due and payable (whether at stated by scheduled maturity, on demandrequired prepayment, by acceleration acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Borrowers, now Financing Agreement or hereafter existing under any other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States U.S. Bankruptcy Code), and the due performance and observance by the Borrowers Borrower of their its other Obligations obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”"Guaranteed Obligations”, ") and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers Lenders and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Guaranty. Without limiting the generality of the foregoing, each the Guarantor’s 's liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers Borrower to the Agents, the Lenders, the Bank Product Providers Lenders and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawLoan Party.

Guaranty. (a) Each Loan Party The Guarantor hereby jointly and severally fully and unconditionally guarantees to the Holders and irrevocably guarantees to the punctual Trustee for the benefit of the Holders (collectively, in such capacity, the “Guaranteed Parties”), on an unsecured basis, for as long as NYSE remains a Subsidiary of New ICE Parent that is consolidated in New ICE Parent’s financial statements and an obligor on the Notes, the full and prompt payment of principal of, premium, if any, and interest on the Notes, when and as the same become due and payable (payable, whether at stated maturity, on demandupon redemption, by declaration of acceleration or otherwise, including all fees and expenses due and owing to the Trustee (all liabilities and obligations described in this clause (a), collectively, the “Guaranteed Obligations”). (b) Notwithstanding the provisions of all Obligations clause (a) above and notwithstanding any other provisions contained herein or in any other Note Document: (i) no provision of this Guaranty shall require or permit the collection from the Guarantor of interest in excess of the Borrowersmaximum rate or amount that the Guarantor may be required or permitted to pay pursuant to applicable law; and (ii) the liability of the Guarantor under this Guaranty as of any date shall be limited to a maximum aggregate amount (the “Maximum Guaranteed Amount”) equal to the greatest amount that would not render the Guarantor’s obligations under this Guaranty subject to avoidance, now discharge or hereafter existing reduction as of such date as a fraudulent transfer or conveyance under any Loan Documentapplicable federal and state laws pertaining to bankruptcy, whether for principalreorganization, interest (arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, all interest that accrues after the commencement of Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws (collectively, “Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency ProceedingLaws”), Letter in each instance after giving effect to all other liabilities of Credit Obligationsthe Guarantor, fees, commissions, expense reimbursements, indemnifications contingent or otherwise, and whether accruing before or subsequent to the commencement of that are relevant under applicable Insolvency Laws (specifically excluding, however, any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation liabilities of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing Guarantor in respect of the Loan Documents (such Obligations, intercompany indebtedness to New ICE Parent or any of its Affiliates to the extent not that such indebtedness would be discharged in an amount equal to the amount paid or performed by the Borrowers, being the ”Guaranteed Obligations”Guarantor hereunder, and agrees after giving effect as assets to pay the value (as determined under applicable Insolvency Laws) of any and all expenses rights to subrogation, contribution, reimbursement, indemnity or similar rights of the Guarantor pursuant to (y) applicable law or (z) any agreement (including reasonable counsel fees this Guaranty) providing for an equitable allocation among the Guarantor and expensesother Affiliates of New ICE Parent of obligations arising under guaranties by such parties). (c) incurred by The guaranty of the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty Guarantor set forth in this ARTICLE XISection 1 is a guaranty of payment as a primary obligor, and not a guaranty of collection. The Guarantor hereby acknowledges and agrees that the Guaranteed Obligations, at any time and from time to time, may exceed the Maximum Guaranteed Amount, in each case without discharging, limiting or otherwise affecting the obligations of the Guarantor hereunder or the rights, powers and remedies of any Guaranteed Party hereunder or under any other Note Document. (bd) Without limiting the generality of the foregoingThis Guaranty may be released in accordance with its terms. Once so released, each Guarantor’s liability it shall extend not be required to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers reinstated for any reason, except to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawextent expressly provided otherwise herein.

Guaranty. (a) Each Loan Party hereby Guarantor hereby, jointly and severally severally, with the other Guarantors, absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees the punctual performance and not merely as a guaranty of collection, prompt payment when due and payable (due, whether at stated maturity, on demandby required prepayment, by acceleration upon acceleration, demand or otherwise), and at all times thereafter, of all Obligations of “Obligations” (as such term is defined in the Borrowers, now or hereafter existing under any Loan Document, Credit Agreement) whether for principal, interest interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Administrative Agent and any other Secured Party arising under the Credit Agreement, any other Loan Documents, any Secured Hedge Agreement, any Secured Cash Management Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection therewith (includingincluding all renewals, without limitationextensions, amendments, refinancings, restatements and other modifications thereof and all out-of-pocket costs, attorneys’ fees and expenses incurred by the Administrative Agent or any other Secured Party in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor or the Borrower under any Debtor Relief Laws, and including interest that accrues after the commencement by or against the Borrower of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee proceeding under any Debtor Relief LawLaws (collectively, the “Guaranteed Obligations”); provided that the “Guaranteed Obligations” shall exclude any Excluded Swap Obligations. The books and records of the Administrative Agent and, in the absence of manifest error, the books and records of each Secured Party showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of each Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of each Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. (a) Each Loan Party hereby Guarantors jointly and severally irrevocably and unconditionally guaranty, as primary obligors and irrevocably guarantees not merely as sureties, the due and punctual payment in full of all Guarantied Obligations (as hereinafter defined) when due and payable (the same shall become due, whether at stated maturity, on demandby acceleration, by acceleration demand or otherwise), of all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether otherwise (including amounts that would become due but for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any and all Obligations of the Loan Parties including all obligations of any Loan Party under Secured Hedge Agreements and Secured Cash Management Agreements, and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in respect connection with the Credit Agreement, the Secured Hedge Agreements, the Secured Cash Management Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of the Loan Documents Parties or from time to time renew them after they have been satisfied; provided that the “Guarantied Obligations” of each Guarantor (other than the Borrower) shall excluded any Excluded Swap Obligations. Each Guarantor acknowledges that a portion of the Loans may be advanced to it, that Letters of Credit may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Borrower of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Borrower, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the extent not paid or performed by other provisions of this Section 1, upon the Borrowers, being the ”Guaranteed Obligations”, and agrees failure of Borrower to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoingGuarantied Obligations when and as the same shall become due, each Guarantor’s liability shall extend Guarantor will upon demand pay, or cause to all amounts that constitute part be paid, in cash, to Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the aggregate of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawunpaid Guarantied Obligations.

Guaranty. (a) Each Loan Party Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due and payable (due, whether at stated maturity, on demand, by acceleration or otherwise), of all Secured Obligations of (collectively, the Borrowers, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”“Guaranteed Obligations”); provided, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by however, that as used herein “Guaranteed Obligations” shall not include the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Excluded Swap Obligations. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers Borrower or any Credit Party to the AgentsAdministrative Agent, the LendersIssuing Lender or any Lender under the Credit Documents and by the Borrower or any Credit Party to the Swap Counterparty, the Bank Product Providers and the L/C Issuer under Banking Services Provider, or any Loan Document other Secured Party but for the fact that they are unenforceable or not allowable due to insolvency or the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the BorrowersBorrower or any Credit Party. Notwithstanding any of the foregoing, the Guaranteed Obligations of any Guarantor shall not include the Excluded Swap Obligations of such Guarantor. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any Excluded Hedge Liabilities. In no event shall the obligation of date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment. (c) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under this Guaranty on any date shall be limited to a maximum aggregate amount equal to the largest amount that would not, on such date, render its obligations hereunder exceed subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the maximum amount Bankruptcy Code of the United States or any applicable provisions of comparable laws relating to bankruptcy, insolvency, or reorganization, or relief of debtors (collectively, the “Fraudulent Transfer Laws”), but only to the extent that any Fraudulent Transfer Law has been found in a final non-appealable judgment of a court of competent jurisdiction to be applicable to such Guarantor could guarantee under any Debtor Relief Law.obligations as of such date, in each case:

Guaranty. (a) Each Loan Party The undersigned hereby jointly and severally irrevocably, absolutely, and unconditionally guarantees to each Lender Party the prompt, complete, and irrevocably guarantees the punctual full payment when due due, and no matter how the same shall become due, of: (i) all Obligations, as defined in the Credit Agreement, including all principal of, all interest on, and all other sums payable in connection therewith; and (whether at stated maturityii) all the LC Obligations, on demand, by acceleration or otherwise), of including all Obligations obligations of the BorrowersBorrower to make reimbursements and other payments to the LC Issuer and to the Lenders in respect of Letters of Credit issued pursuant to the Credit Agreement; (iii) all the Swingline Loans, now or hereafter existing including all obligations of the Borrower to make reimbursements and other payments to the Swingline Lender in respect of Swingline Loans issued pursuant to the Credit Agreement; (iv) all other sums payable under any the other Loan DocumentDocuments, whether for principal, interest interest, fees or otherwise; and (includingv) any and all other indebtedness, without limitation, all interest that accrues after the commencement of obligations or liabilities which may at any Insolvency Proceeding with respect time be owed to any BorrowerLender Party, whether incurred heretofore or not a claim for post-filing interest is allowed in such Insolvency Proceeding)hereafter or concurrently herewith, Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications under or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect pursuant to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”Documents, and agrees to pay any and all expenses (including interest, reasonable counsel attorneys’ fees and expenses) incurred collection costs as may be provided by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer law or in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) instrument or agreement evidencing any such indebtedness or liability. Without limiting the generality of the foregoing, the liability hereunder of each Guarantor’s liability of the undersigned shall extend to and include all amounts that constitute part post-petition interest, expenses, and other duties and liabilities of the applicable Guaranteed Obligations and Borrower described above in this subsection (a), or below in the following subsection (b), which would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document Borrower but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization, or similar proceeding involving the Borrowers. Notwithstanding Borrower. (b) The undersigned hereby irrevocably, absolutely, and unconditionally guarantees to each Lender Party the prompt, complete and full payment, when due, and no matter how the same shall become due, of all obligations and undertakings of the Borrower to such Lender Party under, by reason of, or pursuant to any of the foregoingObligation Documents. (c) If the Borrower shall for any reason fail to pay any Obligation, Guaranteed Obligations as and when such Obligation shall not include any Excluded Hedge Liabilities. In no event shall become due and payable, whether at its stated maturity, as a result of the obligation exercise of any Guarantor power to accelerate, or otherwise, each of the undersigned will, upon demand by the Administrative Agent, pay such Obligation in full to the Administrative Agent for the benefit of the Lender Party to whom such Obligation is owed. (d) If either the Borrower or any of the undersigned fail to pay any Obligation as described in the immediately preceding subsections (a), (b), or (c), each of the undersigned will incur the additional obligation to pay to the Administrative Agent, and each of the undersigned will forthwith upon demand by the Administrative Agent pay to the Administrative Agent, the amount of any and all reasonable expenses, including fees and disbursements of the Administrative Agent’s counsel and of any experts or agents retained by the Administrative Agent, which the Administrative Agent may incur as a result of such failure. (e) As between the undersigned and each Lender Party, this Guaranty shall be considered a primary and liquidated liability of each Guarantor. (f) The liability of each of the undersigned hereunder exceed shall be limited to the maximum amount of liability that can be incurred without rendering this Guaranty, as it relates to such Guarantor could guarantee Person, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any Debtor Relief Lawgreater amount. (g) The books and records of the Lender Parties showing the amount of any of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantors and conclusive for the purpose of establishing the amount of the Obligations.

Guaranty. (a) Each Loan Party hereby Guarantors jointly and severally irrevocably and unconditionally guaranty, as primary obligors and irrevocably guarantees not merely as sureties, the due and punctual payment in full of all Guarantied Obligations (as hereinafter defined) when due and payable (the same shall become due, whether at stated maturity, on demandby acceleration, by acceleration demand or otherwise), of all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether otherwise (including amounts that would become due but for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any and all Obligations of Company and all obligations of Company under Lender Swap Agreements, and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in respect connection with the Credit Agreement, the Lender Swap Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or from time to time renew them after they have been satisfied. Each Subsidiary Guarantor acknowledges that the Loans and Letters of Credit may benefit its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Loan Documents Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Company of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company or any Guarantor, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the extent not paid or performed by other provisions of this Section 1, upon the Borrowers, being the ”Guaranteed Obligations”, and agrees failure of Company to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoingGuarantied Obligations when and as the same shall become due, each Guarantor’s liability shall extend Guarantor will upon demand pay, or cause to all amounts that constitute part be paid, in cash, to Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the aggregate of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawunpaid Guarantied Obligations.

Guaranty. (a) Each Loan Party Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees to the punctual Bank, and its successors, endorsees, transferees and assigns, the full and prompt payment when due and payable (whether at stated maturity, on demandby required prepayment, by acceleration declaration, acceleration, demand or otherwise), ) and performance of all Obligations indebtedness, liabilities and other obligations of the Borrowers, now or hereafter existing under any Loan DocumentBorrower to the Bank, whether for principalcreated under, interest (includingarising out of or in connection with the Credit Agreement, without limitationthe Note or any of the other Loan Documents, including all unpaid principal of the Advances, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Borrower to the Bank thereunder or in connection therewith; provided, however, that accrues after the commencement of Guarantor’s maximum liability hereunder shall be limited to $25,000,000. The terms “indebtedness”, “liabilities” and “obligations” are used herein in their most comprehensive sense and include any Insolvency Proceeding with respect to any Borrowerand all debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not a claim for post-filing interest is allowed in such Insolvency Proceeding)due, Letter of Credit Obligationsabsolute or contingent, feesliquidated or unliquidated, commissions, expense reimbursements, indemnifications determined or otherwiseundetermined, and whether accruing before recovery upon such indebtedness, liabilities and obligations may be or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay hereafter become unenforceable or shall be an allowed or disallowed claim under Section 362(a) of the United States Bankruptcy Code)Code or other applicable law. The foregoing indebtedness, liabilities and other obligations of the Borrower, and the due performance all other indebtedness, liabilities and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, obligations to the extent not be paid or performed by Guarantor in connection with this Guaranty, shall hereinafter be collectively referred to as the Borrowers, being the ”“Guaranteed Obligations.”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Guarantor hereby absolutely, unconditionally and irrevocably: (a) Each Loan Party hereby jointly guarantees (i) the full and severally and unconditionally and irrevocably guarantees the punctual payment when due and payable (due, whether at stated maturity, on demandby required prepayment, by acceleration declaration, acceleration, demand or otherwise), of all Obligations of the Borrowers, now or hereafter existing under the Second Lien Note and each other Second Lien Loan Document to which any Loan DocumentObligor is or may become a party, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligationsinterest, fees, commissions, expense reimbursements, indemnifications expenses or otherwise, and whether accruing before (ii) all renewals, rearrangements, increases, extensions for any period, substitutions, modification, amendments or subsequent to the commencement supplements in whole or in part of any Insolvency Proceeding with respect to any Borrower of the above Second Lien Loan Documents or Obligations, (notwithstanding in each case including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. § 362(a), and the due performance operation of Sections 502(b) and observance by the Borrowers of their other Obligations now or hereafter existing in respect 506(b) of the Loan Documents United States Bankruptcy Code, 11 U.S.C. § 502(b) and § 506(b)); and (such Obligations, to b) indemnifies and holds harmless the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay Lender for any and all costs and expenses (including reasonable counsel attorney’s fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer Lender in enforcing any rights under this Guaranty, except for costs and expenses resulting from the guaranty set forth in Lender’s gross negligence or willful misconduct (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT THE LENDER BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL); provided, however, that each Guarantor shall be liable under this ARTICLE XI. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but Guaranty for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount of such liability that can be hereby incurred without rendering this Guaranty, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount (such highest amount determined hereunder being Guarantor’s “Maximum Liability”). This Section 2.1(b) with respect to the Maximum Liability of each Guarantor is intended solely to preserve the rights of the Lender hereunder to the maximum extent not subject to avoidance under applicable law, and none of the Guarantors nor any other Person or entity shall have any right or claim under this Section 2.1(b) with respect to the Maximum Liability, except to the extent necessary so that the obligations of such Guarantor could guarantee hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Obligations guaranteed hereunder may at any Debtor Relief Lawtime and from time to time exceed such Guarantor’s Maximum Liability without impairing this Guaranty or affecting the rights and remedies of the Lender hereunder. This Guaranty constitutes a guaranty of payment when due and not of collection, and each Guarantor specifically agrees that it shall not be necessary or required that the Lender exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor (or any other Person) before or as a condition to the obligations of such Guarantor hereunder. All payments hereunder are to be made in the currency in which they are due under the Second Lien Note.

Guaranty. (a) Each Loan Party The Borrower hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due and payable (due, whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations obligations of the Borrowers, Subsidiary Borrowers and the LC Subsidiaries now or hereafter existing under this Agreement with respect to the Letter of Credit Liabilities and Credit Extensions issued for the account of any Loan Documentof the Subsidiary Borrowers and LC Subsidiaries, including any extensions, modifications, substitutions, amendments and renewals thereof, whether for principalrepayment or reimbursement obligations, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligationsinterest, fees, commissions, expense reimbursements, indemnifications expenses or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents otherwise (such Obligations, to the extent not paid or performed by the Borrowers, obligations being the ”Guaranteed “Subsidiary Obligations”), and agrees to pay any and all expenses (including reasonable counsel fees and expensesexpenses in accordance with Section 10.04) incurred by the Agents, Swing Line Lenders or the Lenders, the Bank Product Providers and the L/C Issuer Lenders in enforcing any rights under hereunder with respect to the guaranty set forth in this ARTICLE XI. (b) Subsidiary Obligations. Without limiting the generality of the foregoing, each Guarantorthe Borrower’s liability shall extend to all amounts that which constitute part of the applicable Guaranteed Subsidiary Obligations and would be owed by the Borrowers any Subsidiary Borrower or LC Subsidiary to the Agents, the Swing Line Lenders, the Bank Product Providers and Issuing Banks or the L/C Issuer Lenders hereunder, or under any Loan Document the Credit Extensions issued for the account of a Subsidiary Borrower or LC Subsidiary, but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawSubsidiary Borrower or LC Subsidiary.

Guaranty. (a) Each Loan Party hereby jointly and severally and unconditionally Guarantor unconditionally, absolutely and irrevocably guarantees the punctual and complete payment and/or performance and/or completion when due of all obligations of the Tenant pursuant to the Operator Lease, including but not limited to the payment when due and payable (whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations of the BorrowersMonetary Obligations, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, Rental, taxes, insurance premiums, impounds, reimbursements, late charges, default interest, damages, indemnity obligations and all interest that accrues after the commencement other amounts, costs, fees, expenses and charges of any Insolvency Proceeding kind or type whatsoever, which may or at any time be due to Landlord under or pursuant to the documents listed on Schedule I attached hereto (collectively, the “Documents”) and the completion of all construction and alterations now being performed or to be performed and completed in the future in accordance with the Operator Lease. Guarantor also unconditionally guarantees the satisfaction of all conditions by Tenant and the full and timely performance of all obligations to be performed by Tenant, under or pursuant to the Documents. [FOR TRANSACTIONS INVOLVING CONSTRUCTION: In addition, Guarantor hereby unconditionally guarantees to and for the benefit of Landlord the full, prompt and complete performance by Tenant of all the terms and provisions of the Construction and Disbursement Agreement dated as of the date of this Guaranty (the “Disbursement Agreement”) pertaining to Tenant’s obligations with respect to any Borrowerthe design, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding)permitting, Letter of Credit Obligationsinstallation, fees, commissions, expense reimbursements, indemnifications or otherwise, construction and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation completion of the automatic stay under Section 362(a) construction of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Improvements. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend Guarantor guarantees that, subject to the terms and conditions of the Disbursement Agreement: (a) the Improvements will be constructed, installed and completed in accordance with the Development Documents, the Master Sale-Leaseback Agreement (as defined in the Disbursement Agreement) and the other Transaction Documents (as defined in the Disbursement Agreement), subject to modifications to the extent permitted thereunder; (b) the Improvements will be constructed, installed and completed free and clear of any liens on account of the construction, installation and/or completion of the Improvements; and (c) all amounts that constitute part costs of constructing the Improvements, including any and all cost overruns or Change Orders (as defined in the Disbursement Agreement) will be paid when due. Completion of the Improvements free and clear of liens (other than Permitted Exceptions, as defined in the Master Sale-Leaseback Agreement) will be deemed to have occurred only upon satisfaction of the conditions set forth in the Development Documents and the Disbursement Agreement, and the expiration of the applicable Guaranteed Obligations statutory periods of the state in which the Leased Premises is located within which valid construction, mechanics or materialmen’s liens may be recorded and would be owed served by reason of the design, supply or construction of the Improvements with any such liens, other than contested items, that have been filed having been released, discharged of record, or bonded pursuant to the Disbursement Agreement, or, alternatively, Landlord’s receipt of valid, unconditional final lien releases thereof from all persons entitled to record such liens. If (i) the Improvements are not constructed in the manner required by the Borrowers Development Documents and the Disbursement Agreement, (ii) construction of such Improvements should cease or be abandoned prior to the Agentscompletion of the Improvements for such period of time that constitutes an Event of Default under the Disbursement Agreement, Operator Lease or Master Sale-Leaseback Agreement, or (iii) any Event of Default under the LendersTransaction should otherwise exist, then Guarantor will, promptly upon written demand of Landlord either: (A) to the Bank Product Providers extent such Event of Default is a Property Event of Default (as defined in the Master Sale-Leaseback Agreement), cause Tenant to repurchase the Property pursuant to Section 9.2 of the Master Sale-Leaseback Agreement or, if Tenant is unable to repurchase the Property for any reason, Guarantor shall repurchase the Property from Landlord under the same terms and condition set forth in Section 9.2 of the L/C Issuer Master Sale-Leaseback Agreement, or (B) diligently proceed to commence the completion of the Improvements and to cause the completion of the Improvements to occur; (C) fully pay and discharge all claims for labor performed and material and services furnished in connection with the design, supply, construction or installation of the Improvements that are then due and payable; and (D) release and discharge or bond all claims of construction liens and equitable liens that may arise in connection with the design, supply, construction or installation of the Improvements. Landlord agrees to give Guarantor access to the Property as and to the extent necessary to complete the Improvements or to exercise any other right set forth in this Guaranty.] The matters which are guaranteed pursuant to this paragraph 1 are hereinafter collectively referred to as the “Obligations”. The obligations of Guarantor under this Guaranty are primary, joint and several and independent of the obligations of Tenant and any Loan Document but for and every other guarantor of the fact that they are unenforceable Obligations, and a separate action or actions may be brought and executed against Guarantor or any other such guarantor, whether or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding such action is brought against Tenant or any of the foregoing, Guaranteed Obligations shall other such guarantor and whether or not include Tenant or any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount other such Guarantor could guarantee under any Debtor Relief Lawguarantor be joined in such action or actions.

Guaranty. (a) Each Loan Party hereby Guarantor, jointly and severally severally, absolutely, -------- irrevocably and unconditionally guaranties to the applicable Guaranteed Parties, as primary obligor and irrevocably guarantees not merely as surety, the punctual full and prompt payment when due and payable (whether at the stated maturity, on demand, by acceleration or otherwise), ) of all Obligations of (i) the Borrowers, now or hereafter existing under any Loan Document, whether for principalprincipal of, interest on and the Loans made to the Borrower under the Credit Agreement and all reimbursement obligations and LC Obligations with respect to Letters of Credit, together with all other obligations and liabilities owing by the Borrower to the Credit Facility Creditors under the Credit Agreement and each other Loan Document (including, without limitation, all indemnities, Fees and interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrowerthereon), whether now existing or not a claim for post-filing interest is allowed hereafter incurred under, arising out of or in connection with, the Credit Agreement and each such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code)other Loan Document, and the due performance and observance compliance by the Borrowers Borrower with all of their other Obligations now or hereafter existing the terms, conditions and agreements contained in respect of the Loan Documents (the "Guaranteed Credit Facility Obligations"), (ii) the principal of, interest on --------------------------------------- and Increasing Rate Term Loans made to the Borrower under the IRL Agreement and the other loan documents related thereto (the "IRL Loan Documents") (including, ------------------ without limitation, indemnities, fees and interest thereon), whether now existing or hereafter incurred under, arising out of or in connection with, the IRL Agreement and IRL Loan Documents, and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in such agreements (excluding Exchange Notes as defined in the IRL Agreement) (the "Guaranteed IRL Obligations"), (iii) to the extent not paid or performed any --------------------------- Additional Debt Designation is executed by the BorrowersBorrower and delivered to the Collateral Agent entitling the Additional Debt Creditors to the benefit of this Guaranty as permitted under the Credit Agreement, being the ”Guaranteed Obligations”principal of, interest on and any loans made under any Additional Debt Agreement and any other loan documents related thereto (the "Additional Debt Documents") (including, without ------------------------- limitation, indemnities, fees and interest thereon), as and to the extent designated by the Borrower in the Additional Debt Designation, whether now existing or hereafter incurred under, arising out of or in connection with any Additional Debt Agreement or Additional Debt Documents as permitted under the Credit Agreement, and agrees to pay any the due performance and all expenses (including reasonable counsel fees and expenses) incurred compliance by the AgentsBorrower with all of the terms, conditions and agreements contained in such agreements (the "Guaranteed Additional Debt Obligations") and (iv) to the extent an Other Debt -------------------------------------- Designation is executed and delivered by the Borrower to the Collateral Agent entitling any Other Creditors to the benefits of this Guaranty, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer obligations made under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding Interest Rate Protection Agreement with any of the foregoingOther Creditors, Other Hedging Agreement with any of the Other Creditors and any other documents related thereto (the "Other Debt Documents," and together with the -------------------- Loan Documents, IRL Loan Documents, and the Additional Debt Documents, and this Agreement, the "Guaranteed Documents") (including, without limitation, -------------------- indemnities, fees and interest thereon), as and to the extent designated by the Borrower in the Other Debt Designation whether now existing or hereafter incurred arising out of or in connection with any Interest Rate Protection Agreement with any of the Other Creditors, Other Hedging Agreement with any of the Other Creditors or Other Debt Documents, and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in such agreements (the "Guaranteed Other Debt Obligations," and all --------------------------------- such obligations being herein collectively called the "Guaranteed Obligations"), ---------------------- in each case of the relevant Guaranteed Parties. Each Guarantor understands, agrees and confirms that the Guaranteed Parties may enforce this Guaranty up to the full amount of the Guaranteed Obligations shall not include against each Guarantor without proceeding against any Excluded Hedge Liabilities. In no event shall other Guarantor, against the obligation of Borrower, against any Guarantor hereunder exceed security for the maximum amount such Guarantor could guarantee Guaranteed Obligations, or under any Debtor Relief Lawother guaranty covering all or a portion of the Guaranteed Obligations.

Guaranty. (a) Each Loan Party Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due and payable (due, whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations of (as defined in the BorrowersCredit Agreement), now whether absolute or hereafter existing under any Loan Document, contingent and whether for principal, interest (including, without limitation, all interest that accrues after but for the commencement existence of any Insolvency Proceeding with respect to any Borrowera bankruptcy, whether reorganization or not a claim for post-filing interest is allowed in such Insolvency Proceedingsimilar proceeding would accrue), Letter of Credit Obligations, fees, commissionsamounts required to be provided as collateral, expense reimbursementsindemnities, indemnifications expenses or otherwiseotherwise (collectively, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”“Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) ). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers Borrower or any Material Domestic Subsidiary of the Borrower to the Agents, Secured Parties or any Lender under the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document Credit Documents but for the fact that they are unenforceable or not allowable due to insolvency or the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the Borrowers. Notwithstanding Borrower or any Material Domestic Subsidiary of the foregoingBorrower. (b) In order to provide for just and equitable contribution among the Guarantors, Guaranteed Obligations the Guarantors agree that in the event a payment shall not include be made on any Excluded Hedge Liabilities. In no event shall the obligation of date under this Guaranty by any Guarantor hereunder exceed (the maximum “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor could guarantee under as of such date and the denominator of which shall be the aggregate net Exhibit C – Form of Guaranty -7- worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any Debtor Relief Lawpayment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment.

Guaranty. (a) Each Loan Party hereby Guarantors jointly and severally irrevocably and unconditionally guaranty, as primary obligors and irrevocably guarantees not merely as sureties, the due and punctual payment in full of all Guarantied Obligations (as hereinafter defined) when due and payable (the same shall become due, whether at stated maturity, on demandby acceleration, by acceleration demand or otherwise), of all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether otherwise (including amounts that would become due but for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code). The term “Guarantied Obligations” means any and all Obligations of Company and all payment obligations of Company or the applicable Subsidiary of Company under Lender Swap Agreements, and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in respect connection with the Credit Agreement, the Lender Swap Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or such Subsidiary of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Loan Documents Loans may be advanced to it, that Letters of Credit may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Company of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the extent not paid or performed by other provisions of this Section 1, upon the Borrowers, being the ”Guaranteed Obligations”, and agrees failure of Company to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoingGuarantied Obligations when and as the same shall become due, each Guarantor’s liability shall extend Guarantor will upon demand pay, or cause to all be paid, in cash, to Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to such amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawhave become due.

Guaranty. (a) Each Loan Party hereby Guarantors jointly and severally irrevocably and unconditionally guaranty, as primary obligors and irrevocably guarantees not merely as sureties, the due and punctual payment in full of all Guarantied Obligations (as hereinafter defined) when due and payable (the same shall become due, whether at stated maturity, on demandby acceleration, by acceleration demand or otherwise), of all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether otherwise (including amounts that would become due but for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any and all Obligations of Company and all obligations of Company or any Subsidiary under Lender Swap Agreements, and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in respect connection with the Credit Agreement, the Lender Swap Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Loan Documents Loans may be advanced to it, that Letters of Credit may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Company of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations, Subject to the extent not paid or performed by other provisions of this Section 1, upon the Borrowers, being the ”Guaranteed Obligations”, and agrees failure of Company to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoingGuarantied Obligations when and as the same shall become due, each Guarantor’s liability shall extend Guarantor will upon demand pay, or cause to all amounts that constitute part be paid, in cash, to Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the aggregate of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawunpaid Guarantied Obligations.

Guaranty. Each Subsidiary Guarantor hereby (ai) Each Loan Party hereby jointly ratifies, restates and severally confirms its Guarantee in favor of the Lender Parties made pursuant to the “Subsidiary Guaranty” (as defined in the Existing Credit Agreement) and (ii) absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees the punctual performance and not merely as a guaranty of collection, prompt payment when due and payable (due, whether at stated maturity, on demandby required prepayment, by acceleration upon acceleration, demand or otherwise), and at all times thereafter, of any and all Obligations of the Borrowers, now or hereafter existing under any Loan DocumentObligations, whether for principal, interest interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Lender Parties, and whether arising hereunder or under any other Loan Document (includingincluding all renewals, without limitationextensions, amendments and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof) and whether recovery upon such Obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Subsidiary Guarantor or any Borrower under any Debtor Relief Laws, and including interest that accrues after the commencement by or against any Borrower of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Borrower Obligations”). The Administrative Agent’s books and records showing the amount of the Guaranteed Borrower Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Subsidiary Guarantor, and conclusive for the purpose of establishing the amount of the Guaranteed Borrower Obligations. This Subsidiary Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Borrower Obligations or any instrument or agreement evidencing any Guaranteed Borrower Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Borrower Obligations which might otherwise constitute a defense to the obligations of any Subsidiary Guarantor under this Subsidiary Guaranty, and each Subsidiary Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations under this Subsidiary Guaranty subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state Law.

Guaranty. (a) Each Loan Party The Guarantor hereby jointly and severally (i) irrevocably, absolutely and unconditionally guarantees (A) the prompt payment by the Borrower, as and irrevocably guarantees the punctual payment when due and payable (whether at stated by scheduled maturity, on demandrequired prepayment, by acceleration acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Borrowers, now Financing Agreement or hereafter existing under any other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceedingproceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States U.S. Bankruptcy Code), and the due performance and observance by the Borrowers Borrower of their its other Obligations obligations now or hereafter existing in respect of the Loan Documents Documents, and (such ObligationsB) the full and completion performance by Imperial Premium Finance, to LLC of all of its obligations and duties under the extent not paid or performed by Initial Servicing Agreement (collectively, the Borrowers, being the ”“Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers Agents and the L/C Issuer Lenders in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Guaranty. Without limiting the generality of the foregoing, each the Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers Borrower to the Agents, the Lenders, the Bank Product Providers Agents and the L/C Issuer Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Borrowers. Notwithstanding Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor or any Non-Corporate Trustee that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor or any Non-Corporate Trustee authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not include exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account, or (y) the Borrower, Guarantor and/or an agent of Imperial and/or its Subsidiaries or any Excluded Hedge Liabilities. In no event Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy shall refer any claim to the obligation Collateral Value Insurer or the Contingent Collateral Value Insurer knowing the same to be fraudulent; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or the Contingent Collateral Value Policy) and any Non-Corporate Trustee, the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or of the Contingent Collateral Value Insurer) in accordance with the provisions of the Collateral Value Policy or the Contingent Collateral Value Policy; provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawother Loan Document to which the Guarantor is a party.

Guaranty. (a) Each Loan Party Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees guarantees, as a primary obligor and not as a surety to each Secured Party and their respective permitted successors and assigns, the punctual payment in cash when due and payable (due, without any demand or notice whatsoever, whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations of the Borrowers, Borrowers now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, including all interest that accrues after the commencement of any Insolvency Proceeding with respect to of any BorrowerBorrower or any other Loan Party, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, ) fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents otherwise (such Obligationsobligations, to the extent not paid or performed by the Borrowers, being the ”“Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable and documented counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer Secured Parties in enforcing any rights under the guaranty set forth in this ARTICLE Article XI. . The Guarantors hereby jointly and severally agree that if the Borrowers or other Guarantors shall fail to pay in full when due (bwhether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer Secured Parties under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include Borrower or any Excluded Hedge Liabilitiesother Loan Party. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. (a) Each US Loan Party Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally and irrevocably guarantees to the punctual Lenders the prompt payment when due and payable (due, whether at stated maturity, on demand, by upon acceleration or otherwise), and at all times thereafter, of the US Secured Obligations and all Obligations of the Borrowersreasonable, now or hereafter existing under any Loan Document, whether for principal, interest (documented out-of-pocket costs and expenses including, without limitation, all interest that accrues after court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the commencement Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect all or any part of the US Secured Obligations from, or in prosecuting any Insolvency Proceeding with respect to any action against, the US Borrower, whether any US Loan Guarantor or not a claim for post-filing interest is allowed in any other guarantor of all or any part of the US Secured Obligations (such Insolvency Proceeding)costs and expenses, Letter of Credit together with the US Secured Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to collectively the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”“US Guaranteed Obligations”). Each US Loan Guarantor further agrees that the US Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and agrees that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to pay and may be enforced by or on behalf of any and all expenses (including reasonable counsel fees and expenses) incurred by domestic or foreign branch or Affiliate of any Lender that extended any portion of the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XIUS Guaranteed Obligations. (b) Without limiting Each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the generality Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the foregoingNetherlands Secured Obligations and all reasonable, each Guarantor’s liability shall extend documented out-of-pocket costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Administrative Agent and the Lenders in endeavoring to collect all amounts that constitute or any part of the applicable Netherlands Secured Obligations from, or in prosecuting any action against, any Borrower, any Loan Guarantor or any other guarantor of all or any part of the Netherlands Secured Obligations (such costs and expenses, together with the Netherlands Secured Obligations, collectively the “Netherlands Guaranteed Obligations” and together with the US Guaranteed Obligations, the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Netherlands Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and would that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be owed enforced by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under or on behalf of any Loan Document but for the fact domestic or foreign branch or Affiliate of any Lender that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding extended any portion of the foregoing, Netherlands Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawObligations.

Guaranty. (a) Each Loan Party Guarantor hereby jointly and severally irrevocably, absolutely, and unconditionally guarantees to each Lender Party the prompt, complete, and irrevocably guarantees the punctual full payment when due due, and no matter how the same shall become due, of: all Obligations, as defined in the Term Loan Credit Agreement, including all principal of and all interest on the Loans, and all other sums payable (whether at stated maturity, on demand, by acceleration or otherwise), of in connection therewith; all Obligations of other sums payable under the Borrowers, now or hereafter existing under any other Loan DocumentDocuments, whether for principal, interest (includinginterest, without limitationfees or otherwise; and any and all other indebtedness, all interest that accrues after the commencement of obligations or liabilities which may at any Insolvency Proceeding with respect time be owed to any BorrowerLender Party, whether incurred heretofore or not a claim for post-filing interest is allowed in such Insolvency Proceeding)hereafter or concurrently herewith, Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications under or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect pursuant to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”Documents, and agrees to pay any and all expenses (including interest, reasonable counsel attorneys’ fees and expenses) incurred collection costs as may be provided by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer law or in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) instrument or agreement evidencing any such indebtedness or liability. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to and include all amounts that constitute part post-petition interest, expenses, and other duties and liabilities of the applicable Guaranteed Obligations and Borrower described above in this subsection (a), or below in the following subsection (b), which would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document Borrower but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization, or similar proceeding involving the BorrowersBorrower. Notwithstanding Each Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to each Lender Party the prompt, complete and full payment, when due, and no matter how the same shall become due, of all obligations and undertakings of the Borrower to such Lender Party under, by reason of, or pursuant to any of the foregoingObligation Documents. If the Borrower shall for any reason fail to pay any Obligation, Guaranteed Obligations as and when such Obligation shall not include any Excluded Hedge Liabilities. In no event shall become due and payable, whether at its stated maturity, as a result of the obligation exercise of any power to accelerate, or otherwise, each Guarantor will, upon demand by the Administrative Agent, pay such Obligation in full to the Administrative Agent for the benefit of the Lender Party to whom such Obligation is owed. If either the Borrower or any Guarantor fails to pay any Obligation as described in the immediately preceding subsections (a), (b), or (c), each Guarantor will incur the additional obligation to pay to the Administrative Agent, and each Guarantor will forthwith upon demand by the Administrative Agent pay to the Administrative Agent, the amount of any and all reasonable expenses, including fees and disbursements of the Administrative Agent’s counsel and of any experts or agents retained by the Administrative Agent, which the Administrative Agent may incur as a result of such failure. The liability of each Guarantor hereunder exceed shall be limited to the maximum amount of liability that can be incurred without rendering this Guaranty, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. The books and records of the Lender Parties showing the amount of any of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantors and conclusive for the purpose of establishing the amount of the Obligations. Each Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless such Guarantor could guarantee is compelled by law to make such deduction or withholding. If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of any Lender Party) is imposed upon such Guarantor with respect to any amount payable by it hereunder, such Guarantor will pay to the Administrative Agent, on the date on which such amount is due and payable hereunder, such additional amount in Dollars as shall be necessary to enable each Lender Party to receive the same net amount that such Lender Party would have received on such due date had no such obligation been imposed upon such Guarantor. Each Guarantor will deliver promptly to the Administrative Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Guarantor hereunder. The obligations of the Guarantors under any Debtor Relief Lawthis paragraph shall survive the payment in full of the Obligations and termination of this Guaranty.

Guaranty. To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, of even date herewith (a) Each Loan as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”; capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement), by and among the Guaranteed Party, Rhombus Cinema Holdings, LLC, a Delaware limited liability company (“Purchaser”), and Rhombus Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Guaranteed Party with the Guaranteed Party surviving as a wholly owned subsidiary of Purchaser, the Guarantor, intending to be legally bound, hereby jointly and severally absolutely, irrevocably and unconditionally and irrevocably guarantees to the punctual payment when due and payable (whether at stated maturityGuaranteed Party, on demandthe terms and subject to the conditions set forth herein, by acceleration or otherwise)the due, of all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwisecomplete, and whether accruing before or subsequent punctual performance and discharge of (A) the payment obligations of Purchaser to the commencement of any Insolvency Proceeding with respect Guaranteed Party pursuant to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a7.04(a) of the United States Bankruptcy Code)Agreement if, as and when due (the “Purchaser Fee Obligations”) and (B) the expense reimbursement and indemnification obligations of Purchaser to the Guaranteed Party pursuant to Section 7.04(d) and the due performance and observance by the Borrowers final two sentences of their other Obligations now or hereafter existing in respect Section 5.13(e) of the Loan Documents Agreement if, as and when due (such the “Expense Obligations” and together with the Purchaser Fee Obligations, to the extent not paid or performed by the Borrowers, being the ”“Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities). In no event shall the obligation Guarantor’s aggregate liability under this Guaranty exceed an aggregate amount equal to (x) Twenty-Nine Million Dollars ($29,000,000) plus (y) any Expense Obligations of Purchaser minus (z) any Guaranteed Obligations actually paid by Purchaser, Merger Sub or the Guarantor to the Guaranteed Party (such limitation on the aggregate liability of the Guarantor for its Guaranteed Obligations being herein referred to as the Guarantor’s “Cap”). The guarantee by the Guarantor of the Guaranteed Obligations under this Guaranty may be enforced for the payment of money only. All payments hereunder exceed shall be made in lawful money of the maximum amount United States, in immediately available funds. If Purchaser fails to discharge any Guaranteed Obligations when due, then all such Guarantor could guarantee Guaranteed Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may, at any time and from time to time, at the Guaranteed Party’s option, take any and all actions available hereunder or under any Debtor Relief Lawapplicable law to collect the Guarantor’s liabilities hereunder in respect of such Guaranteed Obligations, subject to the terms and conditions of this Guaranty, including, without limitation, the Guarantor’s Cap.

Guaranty. (a) Each Loan Party The Guarantors hereby jointly and severally and unconditionally and irrevocably guarantees guarantee the punctual full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, of, and the performance of, (a) the Obligations, whether now or hereafter existing and whether for principal, interest, fees, expenses or otherwise, (b) all Swap Obligations owed to any Lender or any Affiliate of a Lender (provided at the time of execution of the Swap Contract related to such Swap Obligations such Lender is a party to the Credit Agreement), (c) any and all reasonable out-of-pocket expenses (including, without limitation, reasonable expenses and reasonable counsel fees and expenses of the Administrative Agent and the Lenders) incurred by any of the Guarantied Parties in enforcing any rights under this Guaranty and (d) all present and future amounts that would become due but for the operation of any provision of Debtor Relief Laws, and payable all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any Guarantor voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the items set forth in clauses (a), (b), (c) and (d) immediately above being herein referred to as the "Guarantied Obligations"). Upon failure of the Borrower to pay any of the Guarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement and other Loan Documents (whether at stated maturity, on demand, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors' receipt of all Obligations notice from the Administrative Agent of the BorrowersBorrower's failure to pay the same, now without any other demand or hereafter existing under any Loan Documentnotice whatsoever, whether for principal, interest (including, including without limitation, all interest that accrues after any notice having been given to any Guarantor of either the commencement acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any Insolvency Proceeding with respect to any Borrower, whether or of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a claim guaranty of collection, meaning that it is not necessary for post-filing interest is allowed the Guarantied Parties, in such Insolvency Proceedingorder to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any Collateral. Notwithstanding anything herein or in any other Loan Document to the contrary, in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (collectively, "Fraudulent Transfer Laws"), Letter the obligations of Credit Obligationsany Guarantor under this Section 1 would otherwise, feesafter giving effect to (a) all other liabilities of such Guarantor, commissions, expense reimbursements, indemnifications contingent or otherwise, and whether accruing before or subsequent to the commencement that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing such Guarantor in respect of intercompany Indebtedness to the Loan Documents (such Obligations, Borrower to the extent not that such Indebtedness would be discharged in an amount equal to the amount paid or performed by the Borrowers, being the ”Guaranteed Obligations”, such Guarantor hereunder) and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting to the generality value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable requirements of Law, (ii) Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part Borrower of obligations arising under this Guaranty or other guaranties of the applicable Guaranteed Guarantied Obligations and would by such parties, be owed by the Borrowers held or determined to be void, invalid or unenforceable, or subordinated to the Agentsclaims of any other creditors, on account of the amount of its liability under this Section 1, then the amount of such liability shall, without any further action by such Guarantor, any Lender, the LendersAdministrative Agent or any other Person, the Bank Product Providers be automatically limited and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due reduced to the existence highest amount that is valid and enforceable and not subordinated to the claims of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount other creditors as determined in such Guarantor could guarantee under any Debtor Relief Lawaction or proceeding.

Guaranty. Except as otherwise provided for herein (a) Each Loan Party including under Section 3.15), each Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally and irrevocably guarantees to the punctual payment Administrative Agent (acting as agent for the Secured Parties pursuant to Article 8 of the Credit Agreement) for the benefit of the Secured Parties, the full and prompt payment, when due and payable (as the same become due, whether at stated maturity, on demand, by upon acceleration or otherwise), of all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to at all times thereafter, of the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of Secured Obligations, including amounts that would become due but for the automatic stay under Section 362(a) of the United States Bankruptcy CodeCode (excluding, for the avoidance of doubt, any Excluded Swap Obligation), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay together with any and all expenses (including reasonable counsel fees and expenses) which may be incurred by the Agents, the Lenders, the Bank Product Providers Administrative Agent and the L/C Issuer other Secured Parties in enforcing collecting any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoingGuaranteed Obligations that are reimbursable in accordance with Section 9.03 of the Credit Agreement (collectively the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be increased, extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. In addition, if any or all of the Guaranteed Obligations become due and payable hereunder, each Guarantor’s liability shall extend , unconditionally and irrevocably, promises to all amounts that constitute part pay such Guaranteed Obligations to the Administrative Agent for the benefit of the applicable Secured Parties, on demand. Each Guarantor unconditionally and irrevocably guarantees the payment of any and all of the Guaranteed Obligations and would be owed whether or not due or payable by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to Borrower during the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoingEvents of Default specified in Sections 7.01(f) or 7.01(g) of the Credit Agreement and irrevocably and unconditionally promises to pay such Guaranteed Obligations, Guaranteed Obligations including after such Event of Default, to the Administrative Agent for the benefit of the Secured Parties. This Loan Guaranty is a continuing one and shall not include any Excluded Hedge Liabilities. In no event remain in full force and effect until the Termination Date, and all liabilities to which it applies or may apply under the terms hereof shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawbe conclusively presumed to have been created in reliance hereon.

Guaranty. (a) Each Loan Party Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally and irrevocably guarantees to the punctual Administrative Agent for the ratable benefit of the Secured Parties the full and prompt payment upon the failure of the Borrower to do so, when due and payable (as the same shall become due, whether at stated maturity, on demand, by upon acceleration or otherwise), of all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before at all times thereafter, of the Secured Obligations (collectively, the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or subsequent renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. If any or all of the Guaranteed Obligations becomes due and payable hereunder, each Loan Guarantor, unconditionally and irrevocably, promises to pay such Guaranteed Obligations to the commencement of Administrative Agent and/or the other Secured Parties, on demand, together with any Insolvency Proceeding with respect to and all expenses which may be incurred by the Administrative Agent and the other Secured Parties in collecting any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Guaranteed Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer reimbursable in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) accordance with Section 9.03. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to Loan Guarantor unconditionally and irrevocably guarantees the payment of any and all amounts that constitute part of the applicable Guaranteed Obligations and would be owed to the Secured Parties whether or not due or payable by the Borrowers Borrower upon the occurrence of any Event of Default specified in Sections 7.01(f) or 7.01(g), and in such event, irrevocably and unconditionally promises to pay such indebtedness to the AgentsSecured Parties, the Lenderson demand, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any in lawful money of the foregoingU.S. Each Qualified ECP Guarantor hereby jointly and severally absolutely, Guaranteed unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Loan Guaranty in respect of Hedging Obligations (provided, however, that each Qualified ECP Guarantor shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed only be liable under this Section 10.01 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.01, or otherwise under this Loan Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor could guarantee under any Debtor Relief Lawthis Section 10.01 shall remain in full force and effect until the termination of this Loan Guaranty in accordance with Section 10.12 hereof. Each Qualified ECP Guarantor intends that this Section 10.01 constitute, and this Section 10.01 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Guaranty. (a) Each Loan Party Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees to the punctual Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due and payable (whether at stated maturity, on demandby required prepayment, by acceleration declaration, acceleration, demand or otherwise), of all Obligations ) and performance of the Borrowersindebtedness, liabilities and other obligations of the Borrower to the Guaranteed Parties under or in connection with the Credit Agreement, the Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder or in connection therewith, provided that no demand shall be made under this Guaranty unless (i) an Event of Default has occurred and is continuing and (ii) unless such Event of Default is an Event of Default specified in Section 8.01(f) of the Credit Agreement with respect to the Borrower, a demand shall first have been made on the Borrower to pay the outstanding obligations and either (x) such demand shall not have been satisfied or (y) such Event of Default shall not have been cured, in each case, within three Business Days after the making of such demand. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter existing arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Loan DocumentDebtor Relief Law, whether for principal, interest (including, without limitation, all and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any Insolvency Proceeding with respect to proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding)and all other indebtedness, Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, liabilities and whether accruing before or subsequent obligations to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not be paid or performed by the BorrowersGuarantors in connection with this Guaranty, being shall hereinafter be collectively referred to as the ”“Guaranteed Obligations”, and . Each Guarantor agrees to pay any and all expenses (including including, without limitation, reasonable counsel fees and expensesexpenses of counsel) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer Administrative Agent or any other Guaranteed Party in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Guaranty or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers Borrower to any Guaranteed Party under or in respect of the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document Documents but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawBorrower.

Guaranty. (a) Each Loan Party Guarantor, as primary obligor and not merely as a surety, hereby jointly and severally and unconditionally absolutely and irrevocably guarantees to Beneficiary the punctual payment and performance when due of the Guaranteed Obligations (as hereinafter defined). As used herein, “Guaranteed Obligations” means, collectively, (i) the full and payable (whether at stated maturity, on demand, by acceleration or otherwise), prompt payment of all Obligations of amounts, capital contributions, sums and charges payable by Guarantor-Affiliated Member under the BorrowersLimited Liability Company Agreement, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after obligations of Guarantor-Affiliated Member to make Guaranty Equalization Payments and all indemnification obligations of Guarantor-Affiliated Member under the commencement Limited Liability Company Agreement, (ii) the full and punctual performance and observance of all the terms, covenants and conditions provided to be performed, observed and complied with by Guarantor-Affiliated Member under the Limited Liability Company Agreement, or provided to be performed, observed and complied with by Guarantor-Affiliated Member or an affiliate or designee thereof (each, individually and collectively, “Obligor”) under any assumption agreement or other instrument delivered by it pursuant to the Limited Liability Company Agreement, whether in respect of any Insolvency Proceeding Land Option, Archstone Real Estate Asset, Office Lease or otherwise, and (iii) the full and prompt payment of all damages, costs and expenses which shall at any time be recoverable by Creditor Member from Guarantor-Affiliated Member or any other Obligor by virtue of or under the Limited Liability Company Agreement or under any assumption agreement or other instrument delivered by it pursuant to the Limited Liability Company Agreement, including, without limitation, on account of any representations or warranties made by Guarantor-Affiliated Member thereunder. Guarantor further agrees to pay all Enforcement Costs (as hereinafter defined), in addition to all other amounts due hereunder. Any amounts owed under this Guaranty (that are not accruing interest under the Limited Liability Company Agreement) which are not timely made by Guarantor in accordance with the terms of this Guaranty shall bear interest from the date payable at the rate of fifteen percent (15%) per annum until all such amounts are fully paid. Notwithstanding anything to the contrary herein, (x) Guarantor shall have all of the same rights, remedies and defenses as Guarantor-Affiliated Member, including, without limitation, the right to exercise the dispute resolution procedures under and in accordance with the terms of the Limited Liability Company Agreement, and (y) other than the payment of Enforcement Costs, Guarantor shall have no greater liability than Guarantor-Affiliated Member or other Obligor under the Limited Liability Company Agreement or with respect to any Borrower, whether assumption agreement or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance instrument delivered by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XIit pursuant thereto. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Subject to Section 10.14 hereof, each Loan Guarantor (aother than those that have delivered a separate Guarantee) Each Loan Party hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the punctual Lenders the prompt payment when due and payable (due, whether at stated maturity, on demand, by upon acceleration or otherwise), and at all times thereafter, of the Secured Obligations and all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether for principal, interest (costs and expenses including, without limitation, all interest that accrues after court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the commencement Administrative Agent and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any Insolvency Proceeding with respect to any action against, the Borrower, whether any Loan Guarantor or not a claim for post-filing interest is allowed in any other guarantor of all or any part of the Secured Obligations (such Insolvency Proceeding)costs and expenses, Letter of Credit together with the Secured Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to collectively the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”“Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Guaranteed Obligations. Subject to Section 10.14 hereof, the Borrower irrevocably and unconditionally agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Administrative Agent and the Lenders immediately on demand against any cost, loss or liability they incur as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under this Article X on the date when it would have been due (but so that the amount payable by the Borrower under this indemnity will not exceed the amount it would have had to pay any and all expenses (including reasonable counsel fees and expenses) incurred by under this Article X if the Agents, amount claimed had been recoverable on the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XIbasis of a Guarantee). (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. (a) Each Loan Party hereby The Guarantors jointly and severally irrevocably and unconditionally guarantee (in the case of each Guarantor, other than with respect to such Guarantor’s own Guaranteed Obligations), as primary obligors and irrevocably guarantees not merely as sureties, the due and punctual payment in full of all Guaranteed Obligations (as hereinafter defined) when due and payable (the same shall become due, whether at stated maturity, on demandby acceleration, by acceleration demand or otherwise), of all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether otherwise (including amounts that would become due but for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), . The term “Guaranteed Obligations” is used herein in its most comprehensive sense and includes any and all Secured Obligations of any of the due performance and observance by the Borrowers of their other Obligations Loan Parties now or hereafter existing in respect made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising. Each Guarantor acknowledges that it is an Affiliate of the Loan Documents Borrower and will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement. Any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise), liquidation, winding-up, examinership, suspension of payments, a moratorium of any indebtedness, dissolution, administration or arrangement of any Guarantee Party (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of each Guarantor and the Agent that the Guaranteed Obligations should be determined without regard to any rule of law or order that may relieve any Guarantee Party of any portion of such Guaranteed Obligations. In the event that all or any portion of the Guaranteed Obligations is paid by the Guarantee Parties, the obligations of each Guarantor hereunder that is a Guarantee Party immediately prior to any such payment shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from the Agent or any other Secured Party as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guaranteed Obligations. Subject to the other provisions of this Section 1, upon the failure of any Guarantee Party to pay any of the Guaranteed Obligations when and as the same shall become due, each Guarantor will promptly pay, or cause to be paid, in cash, to the extent not paid or performed by Agent for the Borrowersratable benefit of the Secured Parties, being an aggregate amount equal to the ”aggregate of the unpaid Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. (a) Each Loan Party The Guarantor hereby jointly and severally irrevocably and unconditionally and irrevocably guarantees the punctual payment when due and payable due, in lawful money of the United States of America, or in another currency as provided for in Section 3.2(a) of the Credit Agreement (the “Obligation Currency”), whether at stated maturity, on demand, by acceleration or otherwise), of the Loans, L/C Obligations, and all other Obligations owing by the Borrower to the Lenders, the Administrative Agent and the Issuing Banks, or any of them, under the BorrowersCredit Agreement, the Notes, and the other Credit Documents, including all renewals, extensions, modifications and refinancings thereof, now or hereafter existing under any Loan Documentowing, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligationsinterest, fees, commissions, expense reimbursements, indemnifications expenses or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel attorneys’ fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and Issuing Banks or the L/C Issuer Administrative Agent in enforcing any rights under the guaranty set forth in this ARTICLE XI. Guaranty (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agentscollectively, the Lenders“Guaranteed Obligations”), the Bank Product Providers and the L/C Issuer under any Loan Document including without limitation, all interest which, but for the fact filing of a petition in bankruptcy, would accrue on any principal portion of the Guaranteed Obligations. Any and all payments by the Guarantor hereunder shall be made in the Obligation Currency free and clear of and without deduction for any set-off, counterclaim, or withholding so that, in each case, each Guaranteed Party will receive, after giving effect to any Taxes (other than Excluded Taxes), the full amount, in the Obligation Currency, that they are unenforceable or not allowable due it would otherwise be entitled to receive with respect to the existence Guaranteed Obligations (but without duplication of an Insolvency Proceeding involving amounts for Taxes already included in the BorrowersGuaranteed Obligations). Notwithstanding any The Guarantor acknowledges and agrees that this is a guarantee of payment when due, and not of collection, and that this Guaranty may be enforced up to the full amount of the foregoing, Guaranteed Obligations shall not include without proceeding against the Borrower, against any Excluded Hedge Liabilities. In no event shall security for the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee Guaranteed Obligations, or under any Debtor Relief Lawother guaranty covering any portion of the Guaranteed Obligations.

Guaranty. (a) Each Loan Party hereby Guarantor, jointly and severally severally, irrevocably, absolutely and unconditionally guarantees as a primary obligor and irrevocably guarantees not merely as surety: (i) to the punctual Lender Creditors the full and prompt payment when due and payable (whether at the stated maturity, on demand, by acceleration or otherwise)) of (x) the principal of, of premium, if any, and interest on the Notes issued by, and the Loans made to, the Borrower under the Credit Agreement and (y) all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether for principal, interest other obligations (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrowerobligations which, whether or not a claim but for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, would become due), liabilities and indebtedness owing by the Borrower to the Lender Creditors under each Credit Document to which the Borrower is a party (including, without limitation, indemnities, Fees and interest thereon (including, without limitation, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the Credit Agreement, whether or not such interest is an allowed claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of or in connection with each such Credit Document and the due performance and compliance by the Borrower with all of the terms, conditions, covenants and agreements contained in all such Credit Documents (all such principal, premium, interest, liabilities, indebtedness and obligations under this clause (i), except to the extent consisting of obligations or liabilities with respect to Secured Hedging Agreements, being herein collectively called, the “Credit Document Obligations”); and (ii) to each Other Creditor the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including, without limitation, obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness (including, without limitation, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the respective Secured Hedging Agreements, whether or not such interest is an allowed claim in any such proceeding) owing by the Borrower under each Secured Hedging Agreement, whether now in existence or hereafter arising, and the due performance and observance compliance by the Borrowers of their other Obligations now or hereafter existing in respect Borrower with all of the Loan Documents terms, conditions, covenants and agreements contained therein (all such Obligationsobligations, to liabilities and indebtedness being herein collectively called, the extent not paid or performed by the Borrowers, being the ”Guaranteed “Other Obligations”, and together with the Credit Document Obligations are herein collectively called the “Guaranteed Obligations”). Each Guarantor understands, agrees and confirms that the Secured Creditors may enforce this Guaranty up to pay the full amount of the Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor or the Borrower, or against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. This Guaranty is a guaranty of prompt payment and all expenses (including reasonable counsel fees performance and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XInot of collection. (b) Without limiting the generality of the foregoingAdditionally, each Guarantor’s liability shall extend to , jointly and severally, unconditionally, absolutely and irrevocably, guarantees the payment of any and all amounts that constitute part Guaranteed Obligations whether or not due or payable by the Borrower upon the occurrence in respect of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence Borrower of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoingevents specified in Section 11.05 of the Credit Agreement, and unconditionally, absolutely and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall to the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawSecured Creditors, or order, on demand.

Guaranty. (a) Each Loan Party The Limited Guarantor hereby jointly and severally absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees the punctual performance and not merely as a guaranty of collection, prompt payment when due and payable (whether at stated maturity, on demand, by acceleration or otherwise), all times of all Obligations with respect to the Revolving Credit Facility, (i) including any outstanding Revolving Credit Loans (including all renewals, extensions, amendments, restatements and other modifications thereof) and earned interest and fees in relation thereto as set forth in the Credit Agreement (including any interest paid-in-kind or deferred, any commitment fees, the fees set forth in Section 2.09(c) of the BorrowersCredit Agreement and any other consent fees and the fees set forth under Section 2.09(d), now including to the extent earned under the Existing Credit Agreement (but as may be limited to any explicit waiver in effect under the Credit Agreement), and in each case whether recovery upon such indebtedness and liabilities may be or hereafter existing become unenforceable or shall be an allowed or disallowed claim under any Loan Documentproceeding or case commenced by or against the Limited Guarantor or the Borrower under any Debtor Relief Laws, whether for principal, interest (including, without limitation, all and including interest that accrues after the commencement by or against the Borrower of any Insolvency Proceeding with respect proceeding under any Debtor Relief Laws, but (ii) excluding contingent obligations and L/C Borrowings (collectively, the “Guaranteed Obligations”); provided that the Limited Guarantor shall have no liability to make any Borrower, whether or not payment under this Section 2(a) until the occurrence of a claim for post-filing interest Guarantee Event; provided further that if the only Guarantee Event that has occurred is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower a Guarantee Event under clause (notwithstanding the operation of the automatic stay under Section 362(ae) of the United States Bankruptcy Code)definition thereof, the Limited Guarantor shall only be required to make payments of the Guaranteed Obligations under the Loan Documents when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise; (b) The books and records of the Administrative Agent and the books and records of each Guaranteed Party, showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be conclusive absent manifest error of the amount of the Credit Extensions and the interest and payments thereon. This Limited Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations, which might otherwise constitute a defense to the obligations of the Limited Guarantor under this Limited Guaranty, and the due performance and observance by the Borrowers of their other Obligations Limited Guarantor hereby irrevocably waives any defenses it may now have or hereafter existing acquire, in respect law or in equity, in any way relating to any or all of the Loan Documents (such Obligations, foregoing or otherwise. Anything contained herein to the extent contrary notwithstanding, the obligations of the Limited Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not paid render its obligations hereunder subject to avoidance as a fraudulent transfer or performed by conveyance under Section 548 of the BorrowersBankruptcy Code (Title 11, being the ”Guaranteed Obligations”, and United States Code) or any comparable provisions of any similar federal or state law; (c) The Limited Guarantor further agrees to pay any and all expenses (including reasonable counsel including, without limitation, all fees and expensesdisbursements of counsel) which may be paid or incurred by any Guaranteed Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in Guaranteed Obligations and/or enforcing any rights with respect to, or collecting against, the Limited Guarantor under the guaranty set forth in this ARTICLE XILimited Guaranty. (bd) Without limiting The Limited Guarantor agrees that the generality Guaranteed Obligations may at any time and from time to time exceed the amount of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations Limited Guarantor hereunder without impairing this Limited Guaranty or affecting the rights and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation remedies of any Guaranteed Party hereunder; (e) The Limited Guarantor hereunder exceed agrees that whenever, at any time, or from time to time, it shall make any payment to any Guaranteed Party on account of its liability hereunder, it will notify the maximum amount Administrative Agent in writing that such Guarantor could guarantee payment is made under any Debtor Relief Lawthis Limited Guaranty for such purpose.

Guaranty. (a) Each Loan Party The Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees to the punctual Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due and payable (whether at stated maturity, on demandby required prepayment, by acceleration declaration, acceleration, demand or otherwise), of all Obligations ) and performance of the Borrowersindebtedness, liabilities and other obligations of the Company to the Guaranteed Parties under or in connection with the Credit Agreement, the Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Company to the Guaranteed Parties thereunder or in connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter existing arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Loan DocumentDebtor Relief Law, whether for principal, interest (including, without limitation, all and including interest that accrues after the commencement by or against the Company or any Affiliate thereof of any Insolvency Proceeding with respect to proceeding under any Borrower, whether or not a claim for post-filing interest is allowed Debtor Relief Laws naming such Person as the debtor in such Insolvency Proceeding)proceeding. The foregoing indebtedness, Letter liabilities and other obligations of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwisethe Company, and whether accruing before or subsequent all other indebtedness, liabilities and obligations to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not be paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay Guarantor in connection with this Guaranty (including any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights amounts due under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality Section 10.04 of the foregoingCredit Agreement), each Guarantor’s liability shall extend hereinafter be collectively referred to all amounts that constitute part of as the applicable “Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawObligations.”

Guaranty. (a) Each Loan Party Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due and payable (due, whether at stated maturity, on demand, by acceleration or otherwise), of all Secured Obligations of the Borrowers(including all Obligations, now Banking Service Obligations and Secured Swap Obligations (other than Excluded Swap Obligations)), whether absolute or hereafter existing under any Loan Document, contingent and whether for principal, interest (including, without limitation, all interest that accrues after but for the commencement existence of any Insolvency Proceeding with respect to any Borrowera bankruptcy, whether reorganization or not a claim for post-filing interest is allowed in such Insolvency Proceedingsimilar proceeding would accrue), fees, amounts owing in respect of Letter of Credit Obligations, feesamounts required to be provided as collateral, commissionsindemnities, expense reimbursementsexpenses or otherwise (collectively, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”“Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) ). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers Borrower or any Material Domestic Subsidiary of the Borrower to the AgentsAdministrative Agent, the LendersIssuing Lender, the Bank Product Providers Swing Line Lender or any Lender under the Credit Documents and by the L/C Issuer under Borrower or any Loan Document Material Domestic Subsidiary of the Borrower to the Secured Swap Provider or any Banking Services Provider but for the fact that they are unenforceable or not allowable due to insolvency or the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the Borrowers. Notwithstanding Borrower or any Material Domestic Subsidiary of the foregoingBorrower. (b) In order to provide for just and equitable contribution among the Guarantors, Guaranteed Obligations the Guarantors agree that in the event a payment shall not include be made on any Excluded Hedge Liabilities. In no event shall the obligation of date under this Guaranty by any Guarantor hereunder exceed (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment. (c) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under this Guaranty in respect of Secured Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Termination Date (as defined in the Security Agreement). Each Qualified ECP Guarantor intends that this Section 2 constitute, and this Section 2 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (d) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under this Guaranty on any date shall be limited to a maximum aggregate amount equal to the largest amount that would not, on such date, render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code (11 U.S.C. §§ 101 et seq) or any applicable provisions of comparable laws relating to bankruptcy, insolvency, or reorganization, or relief of debtors (collectively, the “Fraudulent Transfer Laws”), but only to the extent that any Fraudulent Transfer Law has been found in a final non-appealable judgment of a court of competent jurisdiction to be applicable to such obligations as of such date, in each case: (i) after giving effect to all liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws, but specifically excluding: (A) any liabilities of such Guarantor could in respect of intercompany indebtedness to the Borrower or other affiliates of the Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder; (B) any liabilities of such Guarantor under this Guaranty; and (C) any liabilities of such Guarantor under each of its other guarantees of and joint and several co-borrowings of Debt, in each case entered into on the date this Guaranty becomes effective, which contain a limitation as to maximum amount substantially similar to that set forth in this Section 2(d) (each such other guarantee and joint and several co-borrowing entered into on the date this Guaranty becomes effective, a “Competing Guaranty”) to the extent such Guarantor’s liabilities under such Competing Guaranty exceed an amount equal to (1) the aggregate principal amount of such Guarantor’s obligations under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 2(d)), multiplied by (2) a fraction (i) the numerator of which is the aggregate principal amount of such Guarantor’s obligations under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 2(d)), and (ii) the denominator of which is the sum of (x) the aggregate principal amount of the obligations of such Guarantor under all other Competing Guaranties (notwithstanding the operation of those limitations contained in such other Competing Guaranties that are substantially similar to this Section 2(d)), (y) the aggregate principal amount of the obligations of such Guarantor under this Guaranty (notwithstanding the operation of this Section 2(d)), and (z) the aggregate principal amount of the obligations of such Guarantor under such Competing Guaranty (notwithstanding the operation of that limitation contained in such Competing Guaranty that is substantially similar to this Section 2(d)); and (ii) after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any Debtor Relief Lawrights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including any such right of contribution under Section 2(b)).

Guaranty. (a) Each Loan Party The Guarantors hereby jointly and severally and unconditionally and irrevocably guarantees guarantee the punctual full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, of, and the performance of, (a) the Obligations, whether now or hereafter existing and whether for principal, interest, fees, expenses or otherwise, (b) all Obligations in respect of Swap Contracts owed to any Lender or any Affiliate of a Lender (provided at the time of execution of the Swap Contract related to such Swap Obligations such Lender is a party to the Credit Agreement, herein called a “Guarantied Swap Contract”), (c) all obligations and liabilities of the Form of Guaranty Borrower or any other Loan Party owed to any Lender arising under or in connection with the Cash Management Obligations, (d) any and all out-of-pocket expenses (including, without limitation, expenses and counsel fees and expenses of the Administrative Agent and the Lenders) incurred by any of the Guarantied Parties in enforcing any rights under this Guaranty and (e) all present and future amounts that would become due but for the operation of any provision of Debtor Relief Laws, and payable all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any Guarantor voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the items set forth in clauses (a), (b), (c), and (e) immediately above being herein referred to as the “Guarantied Obligations”). Upon failure of the Borrower to pay any of the Guarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement, other Loan Documents and Guarantied Swap Contracts (whether at stated maturity, on demand, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of all Obligations notice from the Administrative Agent of the BorrowersBorrower’s failure to pay the same, now without any other demand or hereafter existing under any Loan Documentnotice whatsoever, whether for principal, interest (including, including without limitation, all interest that accrues after any notice having been given to any Guarantor of either the commencement acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any Insolvency Proceeding with respect to any Borrower, whether or of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a claim guaranty of collection, meaning that it is not necessary for post-filing interest is allowed the Guarantied Parties, in such Insolvency Proceedingorder to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any collateral. Notwithstanding anything herein, in any other Loan Document or in any Guarantied Swap Contract to the contrary, in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (collectively, “Fraudulent Transfer Laws”), Letter the obligations of Credit Obligationsany Guarantor under this Section 1 would otherwise, feesafter giving effect to (a) all other liabilities of such Guarantor, commissions, expense reimbursements, indemnifications contingent or otherwise, and whether accruing before or subsequent to the commencement that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing such Guarantor in respect of intercompany Debt to the Loan Documents (such Obligations, Borrower to the extent not that such Debt would be discharged in an amount equal to the amount paid or performed by the Borrowers, being the ”Guaranteed Obligations”, such Guarantor hereunder) and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting to the generality value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable requirements of Law, (ii) Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part Borrower of obligations arising under this Guaranty or other guaranties of the applicable Guaranteed Obligations and would by such parties, be owed by the Borrowers held or determined to be void, invalid or unenforceable, or subordinated to the Agentsclaims of any other creditors, on account of the amount of its liability under this Section 1, then the amount of such liability shall, without any further action by such Guarantor, any Lender, the LendersAdministrative Agent or any other Person, the Bank Product Providers be automatically limited and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due reduced to the existence Form of an Insolvency Proceeding involving Guaranty highest amount that is valid and enforceable and not subordinated to the Borrowers. Notwithstanding any claims of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount other creditors as determined in such Guarantor could guarantee under any Debtor Relief Lawaction or proceeding.

Guaranty. (a) Each To induce the Lender to extend credit to the Borrower pursuant to the Loan Party Agreement, the Guarantor hereby jointly and severally irrevocably and unconditionally guarantees to the Lender, its successors and irrevocably guarantees assigns (i) the punctual full and prompt payment when due and payable (due, whether at stated maturity, on demand, by acceleration or otherwise), with such interest as may accrue thereon either before or after maturity thereof, of all Obligations of the BorrowersObligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (ii) the full and prompt payment and performance of all terms, conditions and covenants contained in the Loan Agreement and (iii) the full and prompt performance of any and all other obligations of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter existing evidencing, securing, or otherwise relating to the Obligations or the Loan Documents. The Guarantor hereby agrees that if any of the Obligations, duties and covenants are not paid by the Borrower in accordance with their respective terms or if any and all sums which are now or may hereafter become due from the Borrower to the Lender under or pursuant to any of the Obligations or the Loan DocumentDocuments are not paid by the Borrower in accordance with their terms, whether for principal, interest the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitation, reasonable attorneys' fees and court costs) paid or incurred by the Lender in endeavoring (x) to collect any indebtedness evidenced by any of the Obligations or the Loan Documents, or any portion thereof, (y) to enforce any of the Obligations of the Borrower guaranteed hereby, or (z) to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all interest that accrues after the commencement Obligations and all of any Insolvency Proceeding with respect the duties and covenants of the Borrower created pursuant to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation all of the automatic stay under Section 362(a) of the United States Bankruptcy Code)Loan Documents, including, without limitation, any and the due performance all advances, debts, obligations, covenants and observance by the Borrowers of their other Obligations liabilities heretofore, now or hereafter existing in respect made, incurred or created under and pursuant to any of the Loan Documents (such Obligationswhether voluntary or involuntary, to the extent not paid absolute or performed by the Borrowerscontingent, being the ”Guaranteed Obligations”liquidated or unliquidated, determined or undetermined, and agrees to pay any whether recovery upon such obligations, duties and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XIcovenants may be or hereafter become unenforceable. (b) Without limiting As an additional inducement to the generality Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the foregoingBorrower, each Guarantor’s liability shall extend hereby covenants and agrees not to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agentstransfer, the Lendersassign, the Bank Product Providers and the L/C Issuer under sell, convey or otherwise dispose of, grant any Loan Document but for the fact that they are unenforceable option, warrant or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding other right with respect to, pledge, hypothecate or otherwise encumber any of the foregoingcapital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, Guaranteed Obligations shall which consent will not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawbe unreasonably withheld.

Guaranty. The Company hereby (ai) Each Loan Party hereby jointly ratifies, restates and severally confirms its Guarantee in favor of the Lender Parties made pursuant to the “Company Guaranty” (as defined in the Existing Credit Agreement) and (ii) absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees the punctual performance and not merely as a guaranty of collection, prompt payment when due and payable (due, whether at stated maturity, on demandby required prepayment, by acceleration upon acceleration, demand or otherwise), and at all times thereafter, of any and all Obligations of the Borrowers, now or hereafter existing under any Loan DocumentObligations, whether for principal, interest interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of each of the Designated Borrowers to the Lender Parties, and whether arising hereunder or under any other Loan Document (includingincluding all renewals, without limitationextensions, amendments and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof) and whether recovery upon such Obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Company or any Designated Borrower under any Debtor Relief Laws, and including interest that accrues after the commencement by or against any Designated Borrower of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee proceeding under any Debtor Relief LawLaws (collectively, the “Guaranteed Designated Borrower Obligations”). The Administrative Agent’s books and records showing the amount of the Guaranteed Designated Borrower Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Company, and conclusive for the purpose of establishing the amount of such Guaranteed Designated Borrower Obligations. This Company Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Designated Borrower Obligations or any instrument or agreement evidencing any Guaranteed Designated Borrower Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Designated Borrower Obligations which might otherwise constitute a defense to the obligations of the Company under this Company Guaranty, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

Guaranty. (a) Each Loan Party hereby The Guarantors, jointly and severally and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty to the Secured Party, the punctual payment payment, as and when due and payable (whether at stated maturity, on demandpayable, by acceleration stated maturity or otherwise), of all Obligations of the BorrowersObligations, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest interest, make- whole and other amounts that accrues accrue after the commencement of any Insolvency Proceeding with respect to of the Company or any BorrowerGuarantor, whether or not a claim for postthe payment of such interest, make-filing interest is allowed whole and/or other amounts are enforceable or are allowable in such Insolvency Proceeding), Letter and all fees, interest, premiums, penalties, causes of Credit Obligationsactions, feescosts, commissions, expense reimbursements, indemnifications and all other amounts due or otherwise, and whether accruing before or subsequent to become due under the commencement of any Insolvency Proceeding with respect to any Borrower Note (notwithstanding the operation all of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, foregoing collectively being the ”“Guaranteed Obligations”), and agrees to pay any and all costs and expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer Secured Party in enforcing any rights under this Guaranty or the guaranty set forth in this ARTICLE XI. Note or the Security Agreement (b) collectively, the “Transaction Documents”). Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers Company to the Agents, Secured Party under the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document Note but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Transaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Borrowers. Notwithstanding any Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the foregoingBankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Secured Party and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor could guarantee under any Debtor Relief Lawthis Guaranty not constituting a fraudulent transfer or conveyance.

Guaranty. (a) Each Loan Party hereby jointly The Borrower and severally and each Guarantor, other than Subsidiaries that are Excluded Subsidiaries, severally, unconditionally and irrevocably guarantees (the undertaking by the Borrower and each Guarantor under this Article VIII being the “Guaranty”) the punctual payment when due and payable (due, whether at stated maturityscheduled maturity or at a date fixed for prepayment or by acceleration, on demand, by acceleration demand or otherwise), of all Obligations of the Borrowers, Obligations (including all Obligations under Secured Hedge Agreements but excluding all Excluded Swap Obligations) of each of the other Loan Parties and each Specified Hedge Agreement Subsidiaries now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnification payments, contract causes of action, costs, expenses or otherwise (such Obligations, to the extent not paid or performed by the Borrowers, Obligations being the ”“Guaranteed Obligations”; provided, that, endorsements of negotiable instruments for deposit or collection in the ordinary course of business are not Guaranteed Obligations for purposes of the foregoing Section 8.01), and agrees to pay any and all expenses (including including, without limitation, reasonable counsel fees and expensesexpenses of counsel) incurred by the Agents, Administrative Agent or any of the Lenders, the Bank Product Providers and the L/C Issuer other Secured Parties solely in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Guaranty. Without limiting the generality of the foregoing, the Borrower’s and each Guarantor’s respective liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by any of the Borrowers other Loan Parties or any Specified Hedge Agreement Subsidiary to the Agents, Administrative Agent or any of the Lenders, other Secured Parties under or in respect of the Bank Product Providers and the L/C Issuer under any Loan Document Documents but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawother Loan Party.

Guaranty. (a) Each Loan Party The Guarantor hereby jointly and severally (i) irrevocably, absolutely and unconditionally and irrevocably guarantees the punctual prompt payment by the Borrower, as and when due and payable (whether at stated by scheduled maturity, on demandrequired prepayment, by acceleration acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Borrowers, now Financing Agreement or hereafter existing under any other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceedingproceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States U.S. Bankruptcy Code), and the due performance and observance by the Borrowers Borrower of their its other Obligations obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”“Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers Agents and the L/C Issuer Lenders in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Guaranty. Without limiting the generality of the foregoing, each the Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers Borrower to the Agents, the Lenders, the Bank Product Providers Agents and the L/C Issuer Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving any Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Borrowers. Notwithstanding Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Loan Document, and (z) no Agent nor any Lender shall obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) any Agent’s or any Lender’s rights and remedies against any of the Collateral under any other Loan Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, (B) the Agent or any Lender from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Loan Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or any Lender or have been assigned to any Agent or any Lender, each of which may be enforced by and for the benefit of the Agents and Lenders, and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor that impairs the Agents’ and the Lenders’ ability to be repaid under the Loan Documents occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly deposited directly into the Collection Account (other than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, that in the case of this clause (B)(x), such liability and responsibility of the Guarantor shall not include exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Excluded Hedge Liabilities. In no event Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or Contingent Collateral Value Policy shall refer any claim to the obligation Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and at the time, the Borrower is not owned by a Lender or its Affiliates; provided, that in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such fraudulent claim and shall only arise if the action involved was taken by the Guarantor and/or an agent or employee of Imperial and/or its Subsidiaries or any Person appointed by the Borrower to perform any duties on behalf of the Borrower in connection with the Collateral Value Policy or the Contingent Collateral Value Policy or (z) the applicable Premium Finance Borrower, the Originator or the Borrower ceases to be the legal owner of a Covered Policy (as defined in the Collateral Value Policy or Contingent Collateral Value Policy) and the Guarantor and/or an employee of Imperial and/or its Subsidiaries (collectively, the “Guarantor Responsible Parties”), directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such Covered Policy from the applicable Premium Finance Borrower, the Originator or the Borrower to another Person other than the Collateral Value Insurer or the Contingent Collateral Value Insurer (or a designee of the Collateral Value Insurer or the Contingent Collateral Value Insurer); provided, that in the case of this clause (B)(z), such liability and responsibility of the Guarantor shall not exceed the aggregate amount of the loss relating to the applicable Coverage Certificate related to such Covered Policy; provided further, and for greater clarity, in the case of this clause (B)(z), any transfer or change in legal ownership caused solely by a Person other than a Guarantor Responsible Party that is permitted by the Transaction Documents shall not result in liability or responsibility hereunder for the Guarantor. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of any Agent against the Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawother Loan Document to which the Guarantor is a party.

Guaranty. Without limiting the terms of Section 1, the New Additional Subsidiary Guarantor hereby absolutely, unconditionally and irrevocably, jointly and severally, (a) Each Loan Party hereby jointly and severally and unconditionally and irrevocably guarantees the full and punctual payment when due and payable (due, whether at stated maturity, on demandby required prepayment, by acceleration declaration, acceleration, demand or otherwise), of all Obligations of the Borrowers, now or hereafter existing under any Loan DocumentBorrower and each other Obligor, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligationsinterest, fees, commissions, expense reimbursements, indemnifications expenses or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower otherwise (notwithstanding including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. Section 362(a), and the due performance operation of Sections 502(b) and observance by the Borrowers of their other Obligations now or hereafter existing in respect 506(b) of the Loan Documents United States Bankruptcy Code, 11 U.S.C. Section 502(b) and Section 506(b)); and (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, b) indemnifies and agrees to pay holds harmless each Lender Party and each holder of a Note for any and all costs and expenses (including reasonable counsel attorney's fees and expenses) incurred by such Lender Party or such holder, as the Agentscase may be, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under this Supplement or the guaranty set forth in Subsidiary Guaranty; provided, however, that the New Additional Subsidiary Guarantor shall be liable under this ARTICLE XI. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers Supplement and the L/C Issuer under any Loan Document but Subsidiary Guaranty for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount of such liability that can be incurred without rendering this Supplement and the Subsidiary Guaranty, as it relates to the New Additional Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This Supplement and the Subsidiary Guaranty constitute a guaranty of payment when due and not of collection, and the New Additional Subsidiary Guarantor could guarantee specifically agrees that it shall not be necessary or required that any Lender Party or any holder of any Note exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Obligor (or any other Person) before or as a condition to the obligations of the New Additional Subsidiary Guarantor under any Debtor Relief Lawthis Supplement or the Subsidiary Guaranty.

Guaranty. (a) Each Loan Party hereby Guarantor, jointly and severally with the other Guarantors, hereby absolutely, irrevocably and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees the punctual performance and not merely as a guaranty of collection, prompt payment when due and payable (due, whether at stated maturity, on demandby required prepayment, by acceleration upon acceleration, demand or otherwise), and at all times thereafter, of any and all Obligations of the Borrowers, now or hereafter existing under any Loan DocumentObligations, whether for principal, interest (includinginterest, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligationspremiums, fees, commissionsindemnities, expense reimbursementsdamages, indemnifications costs, expenses or otherwise, and whether accruing before arising hereunder or subsequent under any other Loan Document, any Lender Cash Management Agreement or Lender Derivatives Contracts (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable and documented out-of-pocket attorneys’ fees and expenses incurred in connection with the collection or enforcement thereof) (for each Guarantor, subject to the commencement proviso in this sentence, its “Guaranteed Obligations”); provided that (i) the Guaranteed Obligations of a Guarantor shall exclude any Insolvency Proceeding Excluded Derivatives Obligations with respect to such Guarantor and (ii) the liability of each Subsidiary Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount (taking into account any Borrower (notwithstanding the operation amounts payable to such Guarantor under Section 10.10) that would not render its obligations hereunder subject to avoidance under Section 548 of the automatic stay under Section 362(a) Bankruptcy Code of the United States Bankruptcy Code)or any comparable provisions of any applicable state law. Notwithstanding anything to the contrary contained herein or elsewhere, no 115 Guarantor shall by virtue of the joint and several nature of its obligations under this Guaranty and the other Loan Documents be liable for any Guaranteed Obligations that constitute Excluded Derivatives Obligations with respect to such Guarantor. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the due performance Guarantors, and observance conclusive for the purpose of establishing the amount of the Guaranteed Obligations absent manifest error. This Guaranty shall not be affected by the Borrowers genuineness, validity, regularity or enforceability of their other the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter existing acquire in respect of the Loan Documents (such Obligations, any way relating to the extent not paid any or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. (a) Each Loan Party hereby jointly The Guarantor hereby, irrevocably and severally and unconditionally and irrevocably unconditionally, guarantees the punctual payment when due and payable due, in lawful money of the United States of America or in another currency as provided for in Section 3.2(a) of the Credit Agreement (the “Obligation Currency”), whether at stated maturity, on demand, by acceleration or otherwise), of the Loans, L/C Obligations, and all other Obligations owing by the Designated Borrower to the Lenders, the Administrative Agent, the Swingline Lender, the Issuing Banks and Other Agents, or any of them, under the BorrowersCredit Agreement, the Notes, and the other Credit Documents, including all renewals, extensions, modifications and refinancings thereof, now or hereafter existing under any Loan Documentowing, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligationsinterest, fees, commissionsexpenses, expense reimbursementsindemnities, indemnifications reimbursement obligations or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel attorneys’ fees and expenses) incurred by the Agents, Lenders or the Lenders, the Bank Product Providers and the L/C Issuer Administrative Agent in enforcing any rights under the guaranty set forth in this ARTICLE XI. Guaranty (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agentscollectively, the Lenders“Guaranteed Obligations”), the Bank Product Providers and the L/C Issuer under any Loan Document including without limitation, all interest which, but for the fact filing of a petition in bankruptcy, would accrue on any principal portion of the Guaranteed Obligations. Any and all payments by the Guarantor hereunder shall be made in the Obligation Currency free and clear of and without deduction for any set-off, counterclaim, or withholding so that, in each case, each Guaranteed Party will receive, after giving effect to any Indemnified Taxes (as such term is defined in the Credit Agreement), the full amount, in the Obligation Currency, that they are unenforceable or not allowable due it would otherwise be entitled to receive with respect to the existence Guaranteed Obligations (but without duplication of an Insolvency Proceeding involving amounts for Indemnified Taxes already included in the BorrowersGuaranteed Obligations). Notwithstanding any The Guarantor acknowledges and agrees that this is a guarantee of payment when due, and not of collection, and that this Guaranty may be enforced up to the full amount of the foregoing, Guaranteed Obligations shall not include without proceeding against the Designated Borrower, against any Excluded Hedge Liabilities. In no event shall security for the obligation of Guaranteed Obligations, against any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee other Person or under any Debtor Relief Lawother guaranty covering any portion of the Guaranteed Obligations.

Guaranty. (a) Each Loan Party The Guarantors hereby jointly and severally and unconditionally and irrevocably guarantees guarantee the punctual full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, of, and the performance of, (a) the Obligations, whether now or hereafter existing and whether for principal, interest, fees, expenses or otherwise, (b) all obligations owed to any Guarantied Party pursuant to a Guarantied Swap Contract, excluding any Excluded Swap Obligations of a Guarantor, (c) any and all reasonable out-of-pocket expenses (including, without limitation, reasonable expenses and reasonable counsel fees and expenses of the Administrative Agent and the Lenders) incurred by any of the Guarantied Parties in enforcing any rights under this Guaranty and (d) all present and future amounts that would become due but for the operation of any provision of Debtor Relief Laws, and payable all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any Guarantor voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the items set forth in clauses (a), (b), (c) and (d) immediately above being herein referred to as the “Guarantied Obligations”). Upon failure of the Borrower to pay any of the Guarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement and other Loan Documents (whether at stated maturity, on demand, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of all Obligations notice from the Administrative Agent of the BorrowersBorrower’s failure to pay the same, now without any other demand or hereafter existing under any Loan Documentnotice whatsoever, whether for principal, interest (including, including without limitation, all interest that accrues after any notice having been given to any Guarantor of either the commencement acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any Insolvency Proceeding with respect to any Borrower, whether or of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a claim guaranty of collection, meaning that it is not necessary for post-filing interest is allowed the Guarantied Parties, in such Insolvency Proceedingorder to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any Collateral. Notwithstanding anything herein or in any other Loan Document to the contrary, in any action or .proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (collectively, “Fraudulent Transfer Laws”), Letter the obligations of Credit Obligationsany Guarantor under this Section 1 would otherwise, feesafter giving effect to (a) all other liabilities of such Guarantor, commissions, expense reimbursements, indemnifications contingent or otherwise, and whether accruing before or subsequent to the commencement that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing such Guarantor in respect of intercompany Indebtedness to the Loan Documents (such Obligations, Borrower to the extent not that such Indebtedness would be discharged in an amount equal to the amount paid or performed by the Borrowers, being the ”Guaranteed Obligations”, such Guarantor hereunder) and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting to the generality value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable requirements of Law, (ii) Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part Borrower of obligations arising under this Guaranty or other guaranties of the applicable Guaranteed Guarantied Obligations and would by such parties, be owed by the Borrowers held or determined to be void, invalid or unenforceable, or subordinated to the Agentsclaims of any other creditors, on account of the amount of its liability under this Section 1, then the amount of such liability shall, without any further action by such Guarantor, any Lender, the LendersAdministrative Agent or any other Person, the Bank Product Providers be automatically limited and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due reduced to the existence highest amount that is valid and enforceable and not subordinated to the claims of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount other creditors as determined in such Guarantor could guarantee under any Debtor Relief Lawaction or proceeding.

Guaranty. (a) Each Loan Party Subsidiary Guarantor with all other Subsidiary GuarantorS, hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees guarantees, jointly and severally, as a primary obligor and not merely as a surety, to each Holder and its successors and assigns, the full and punctual payment and performance when due and payable (due, whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations the principal of the Borrowersand Make-Whole Amount, now or hereafter existing under any Loan Document, whether for principal, and interest on (including, without limitation, all interest that accrues interest, whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any Insolvency Proceeding with respect bankruptcy, insolvency or similar proceeding relating to any Borrowerthe Company) the Notes and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Company now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, becoming owing both prior to and whether accruing before or subsequent to the commencement of any Insolvency Proceeding proceeding against or with respect to the Company under any Borrower (notwithstanding the operation chapter of the automatic stay under Section 362(a) of the United States Bankruptcy Code), indemnification payments, expenses (including reasonable attorneys’ fees and the due performance expenses) or otherwise, and observance all reasonable costs and expenses, if any, incurred by the Borrowers of their other Obligations now or hereafter existing any Holder in respect of the Loan Documents connection with enforcing any rights under this Guaranty (all such Obligations, to the extent not paid or performed by the Borrowers, obligations being the ”“Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including reasonable counsel fees and expenses) incurred by each Holder in enforcing this Guaranty; provided that, notwithstanding anything contained herein or in the AgentsNote Purchase Agreement to the contrary, the Lendersmaximum liability of each Subsidiary Guarantor hereunder and under the Note Purchase Agreement shall in no event exceed such Guarantor’s Maximum Guaranteed Amount, the Bank Product Providers and provided further, each Subsidiary Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of such Maximum Guaranteed Amount and the L/C Issuer recipient of such payment, if so required by a final non-appealable order of a court of competent jurisdiction, shall then be liable for the refund of any excess amounts. If any such rebate or refund is ever required, all other Subsidiary Guarantors (and the Company) shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law. This Guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in enforcing no way conditioned upon any attempt to collect from the Company or any other action, occurrence or circumstance whatsoever. Each Subsidiary Guarantor agrees that the Guaranteed Obligations may at any time and from to time exceed the Maximum Guaranteed Amount of such Subsidiary Guarantor without impairing this Guaranty or affecting the rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality and remedies of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the BorrowersHolders hereunder. Notwithstanding any stay, injunction or other prohibition preventing such action against the Company, if for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to perform and (in the case of the foregoingpayment of Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Subsidiary Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations shall not include or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawdue and owing.

Guaranty. (a) Each Loan Party Subsidiary Guarantor hereby jointly and severally and unconditionally and irrevocably absolutely guarantees to the punctual Bank, the full and prompt payment and performance when due and payable (due, whether at stated maturity, on demand, by acceleration or otherwise, of (i)(A) the Loan by the Borrower under the Credit Agreement an d pursuant to the Note and the other Credit Documents, including, without limitation, all principal of and interest on the Loan, all fees, expenses, indemnities and other amounts payable by the Borrower under the Credit Agreement or any other Credit Document (including interest accruing after the filing of a petition or commencement of a case by or with respect to the Borrower seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed in such proceeding), of and (B) all Obligations obligations of the Borrowers, now or hereafter existing Borrower to the Bank under any Loan Documentswap agreements (as defined in 11 U .S .C. § 101, whether for principalas in effect from time to time), interest and (ii) all reasonable costs and expenses (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether reasonable attorneys’ fees and expenses ) incurred or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance paid by the Borrowers Bank in connection with any suit, action or proceeding to enforce or protect any of their other Obligations now or hereafter existing in respect of the Loan Documents its rights hereunder (such Obligationscollectively, to the extent not paid or performed by the Borrowers, being the ”“Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI). (b) Without limiting Notwithstanding the generality provisions of subsection (a) above and notwithstanding any other provisions contained herein or in any other Credit Document: (i) no provision of this Guaranty shall require or permit the collection from any Subsidiary Guarantor of interest in excess of the foregoing, maximum rate or amount that such Subsidiary Guarantor may be required or permitted to pay pursuant to applicable law; and (ii) the liability of each Subsidiary Guarantor under this Guaranty as of any date shall be limited to a maximum aggregate amount (the “Maximum Guaranteed Amount”) equal to the greatest amount that would not render such Subsidiary Guarantor’s liability shall extend obligations under this Guaranty subject to avoidance, discharge or reduction as of such date as a fraudulent transfer or conveyance under applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws (collectively, “Insolvency Laws”), in each instance after giving effect to all amounts other liabilities of such Subsidiary Guarantor, contingent or otherwise, that constitute part are relevant under applicable Insolvency Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor in respect of intercompany indebtedness to the Borrower or any of its Affiliates to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder, and after giving effect as assets to the value (as determined under applicable Insolvency Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Subsidiary Guarantor pursuant to (y) applicable law or (z) any agreement (including this Guaranty) providing for an equitable allocation among such Subsidiary Guarantor and other Affiliates of the applicable Guaranteed Obligations and would Borrower of obligations arising under guaranties by such parties). (c) The Subsidiary Guarantors desire to allocate among themselves, in a fair an d equitable manner, their obligations arising under this Guaranty . Accordingly, in the event any payment or distribution is made hereunder on any date by a Subsidiary Guarantor (a “Funding Guarantor”) that exceeds its Fair Share (as hereinafter defined) as of such date, that Funding Guarantor shall be owed by the Borrowers entitled to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any a contribution from each of the foregoingother Subsidiary Guarantors in the amount of such other Subsidiary Guarantor’s Fair Share Shortfall (as hereinafter defined) as of such date, Guaranteed Obligations shall not include any Excluded Hedge Liabilitieswith the result that all such contributions will cause each Subsidiary Guarantor’s Aggregate Payments (as hereinafter defined) to equal its Fair Share as of such date. In no event shall the obligation “Fair Share” means, with respect to a Subsidiary Guarantor as of any date of determination, an amount equal to (i) the ratio of (x) the Adjusted Maximum Guaranteed Amount (as hereinafter defined) with respect to such Subsidiary Guarantor hereunder exceed to (y) the maximum aggregate of the Adjusted Maximum Guarantee d Amounts with respect to all Subsidiary Guarantors, multiplied by (ii) the aggregate amount such Guarantor could guarantee under any Debtor Relief Law.paid

Guaranty. Each Guarantor (aother than the Borrower) Each Loan Party hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due and payable (due, whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations of the BorrowersSecured Obligations, now whether absolute or hereafter existing under any Loan Document, contingent and whether for principal, interest (including, without limitation, all interest that accrues after but for the commencement existence of any Insolvency Proceeding with respect to any Borrowera bankruptcy, whether reorganization or not a claim for post-filing interest is allowed in such Insolvency Proceedingsimilar proceeding would accrue), fees, amounts owing in respect of Letter of Credit Obligations, feesamounts required to be provided as collateral, commissionsindemnities, expense reimbursementsexpenses or otherwise (collectively, indemnifications the “Subsidiary Guaranteed Obligations”) and (ii) the Borrower hereby absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due, whether at stated maturity, by acceleration or otherwise, of all Banking Services Obligations and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower all Swap Obligations (notwithstanding the operation of the automatic stay under Section 362(aother than Excluded Swap Obligations) of the United States Bankruptcy Codeother Credit Parties, whether absolute or contingent and whether for principal, interest (including, without limitation, interest that but for the existence of a bankruptcy, reorganization or similar proceeding would accrue), and fees, amounts required to be provided as collateral, indemnities, expenses or otherwise (collectively, the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”“Borrower Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by together with the AgentsSubsidiary Guaranteed Obligations, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) “Guaranteed Obligations”). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Borrower Guaranteed Obligations or the Subsidiary Guaranteed Obligations, as applicable, and would be owed by the Borrowers Borrower or any other Credit Party to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document Secured Parties but for the fact that they are unenforceable or not allowable due to insolvency or the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the Borrowers. Notwithstanding Borrower or any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawCredit Party.

Guaranty. (a) Each Loan Party hereby jointly Subject to the terms and severally and conditions hereof, including but not limited to Section 1.08 below, Cannae Holdings, Inc. (the “Guarantor”) hereby, absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether by acceleration, demand or otherwise, of all present and future obligations payable by Cannae Funding, LLC (the “Obligor”) to the Administrative Agent, for the benefit of the Lenders on a Pro Rata Basis (the “Beneficiary”), under the terms of that certain margin loan agreement, dated as of November 7, 2018 (the “Loan Agreement”), between the Obligor, Credit Suisse AG, Cayman Islands Branch, as administrative agent, Credit Suisse Securities (USA) LLC, as calculation agent, and the lenders form time to time party thereto and the Security Agreement provided that such obligations become due and payable (whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent prior to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents Guarantee Termination Date (such Obligationsobligations, to the extent not paid or performed by the Borrowers, being the ”“Guaranteed Obligations”). For the avoidance of doubt, amounts that may be paid-in-kind shall not be deemed due and agrees payable until they are required to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer be paid in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) cash. Without limiting the generality of the foregoing, each Guarantor’s the liability of the Guarantor shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed payable by the Borrowers Obligor to the AgentsBeneficiary under or in respect of the Margin Loan Documentation giving rise to such Guaranteed Obligations (collectively, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document “Guaranteed Documents”) but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the BorrowersObligor. Notwithstanding any This Guaranty is a guaranty of payment and not of collection. (b) Each of the foregoingGuarantor, and by its acceptance of this Guaranty, the Beneficiary, hereby confirm that it is the intention that this Guaranty and the Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall of the obligation of any Guarantor hereunder exceed not constitute a fraudulent transfer or conveyance for purposes of the Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Guaranteed Obligations of the Guarantor hereunder. To effectuate the foregoing intention, the Beneficiary and the Guarantor hereby irrevocably agree that the Guaranteed Obligations of the Guarantor under this Guaranty at any time shall be limited to the maximum amount such as will result in the Guaranteed Obligations of the Guarantor could guarantee under any this Guaranty not constituting a fraudulent transfer or conveyance under the Debtor Relief Laws or any comparable provision of applicable Law.

Guaranty. The Guarantors, jointly and severally, hereby unconditionally and irrevocably, guaranty (a) Each Loan Party hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment payment, as and when due and payable (whether at stated maturity, on demandpayable, by acceleration stated maturity or otherwise), of all Obligations of the Borrowers, obligations and any other amounts now or hereafter existing under any Loan Documentowing by the Company in respect of the Securities Purchase Agreement, whether for principalthe Notes and the other Transaction Documents, interest (including, without limitation, all interest that accrues after the commencement of any proceeding commenced by or against any the Company or any Guarantor under any provision of the Bankruptcy Code (Chapter 11 of Title 11 of the United States Code) or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief (an "Insolvency Proceeding with respect to any BorrowerProceeding"), whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding), Letter of Credit Obligations, and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwiseto become due under any of the Transaction Documents, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Agents, Buyers or the Lenders, the Bank Product Providers and the L/C Issuer Collateral Agent in enforcing any rights under this Guaranty (such obligations, to the guaranty set forth in this ARTICLE XI. extent not paid by the Company, being the "Guaranteed Obligations") and (b) the punctual and faithful performance, keeping, observance and fulfillment by the Company of all of the agreements, conditions, covenants and obligations of the Company contained in the Securities Purchase Agreement, the Notes and the other Transaction Documents. Without limiting the generality of the foregoing, each Guarantor’s 's liability hereunder shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers Company to the Agents, Buyers under the Lenders, the Bank Product Providers Securities Purchase Agreement and the L/C Issuer under any Loan Document Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed or the maximum amount such Guarantor could guarantee under any Debtor Relief LawCompany (each, a "Transaction Party").

Guaranty. (a) Each Loan Party The Guarantor hereby jointly and severally and unconditionally and irrevocably guarantees to the punctual Agent and the Banks, and their respective successors, endorsees, transferees, assigns and Substitutes, the full and prompt payment when due and payable (whether at stated maturity, on demandby required prepayment, by acceleration declaration, acceleration, demand or otherwise), of all Obligations ) and performance of the Borrowersindebtedness, now liabilities and other obligations of the Borrower to the Agent and the Banks under or hereafter existing under any in connection with the Facility Agreement and the other Loan DocumentDocuments, whether for principal, interest (including, without limitationincluding all unpaid principal of the Advances, all interest that accrues accrued thereon, all fees due under the Facility Agreement and all other amounts payable by the Borrower to the Agent and the Banks thereunder or in connection therewith. The terms "indebtedness," "liabilities" and "obligations" are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, together with interest thereon at the contract rate (whether before or after the commencement of any Insolvency Proceeding with respect to any the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before recovery upon such indebtedness, liabilities and obligations may be or subsequent to hereafter become unenforceable or shall be an allowed or disallowed claim under the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation Bankruptcy Code or other applicable law. The foregoing indebtedness, liabilities and other obligations of the automatic stay under Section 362(a) of the United States Bankruptcy Code)Borrower, and the due performance all other indebtedness, liabilities and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, obligations to the extent not be paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay Guarantor in connection with this Guaranty (including any and all expenses (including reasonable counsel fees and expenses) incurred by amounts due under Section 17), shall hereinafter be collectively referred to as the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI"Subject Obligations. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law."

Guaranty. (a) Each Loan Party hereby Guarantors jointly and severally hereby irrevocably, absolutely and unconditionally guarantee the full and punctual performance and payment when due of all the Obligations (as defined below); (i) provided, however, that (A) no claim may be brought under this Guaranty unless notice of such claims or a claim against Buyer with respect to the Obligations is given by either Seller prior to the fifth anniversary of the date hereof and (B) the aggregate liability of Guarantors under the Guaranty shall not exceed four million dollars ($4,000,000); (ii) provided further, that in the event that Public Service Company of Colorado ("PSCo.") agrees in writing, in form and substance reasonably satisfactory to Sand Creek, to unconditionally and irrevocably guarantees release Sand Creek and Intermountain Chemical, Inc. ("ICI") from any and all obligations and liabilities under or relating to that certain letter agreement, dated September 12, 1995, among PSCo., ICI and Conoco, Inc. ("Conoco") (the punctual payment when due "Letter Agreement") and payable (whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, construction and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(apipeline referenced therein, then the deadline for bringing any claim as described in clause 1.1 (a) (i)(A) above shall be accelerated to the second anniversary of the United States Bankruptcy Code), date hereof and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect maximum aggregate liability of the Loan Documents Guarantors under the Guaranty shall be limited to two million dollars (such Obligations$2,000,000); and (iii) provided further, that in the event that Conoco also agrees in writing, in form and substance reasonably satisfactory to Sand Creek, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, unconditionally and agrees to pay irrevocably release Sand Creek and ICI from any and all expenses (including reasonable counsel fees obligations and expenses) incurred by liabilities under or relating to the Agents, the Lenders, the Bank Product Providers Letter Agreement and the L/C Issuer in enforcing any rights construction and operation of the pipeline referenced herein, then the maximum liability of each of the Guarantors under this Guaranty shall be limited to one million dollars ($1,000,000) and the guaranty set forth in this ARTICLE XIof the Guarantors hereunder will become several, but not joint. (b) Without limiting the generality This Guaranty constitutes a guaranty of the foregoingperformance and payment when due and not merely of collection. Guarantors specifically agree that it shall not be necessary or required that Sellers exercise any right, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers assert any claim or demand or enforce any remedy whatsoever against Buyer or any other Person before or as a condition to the Agentsobligations of Guarantors hereunder. For purposes of this Guaranty, the Lenders"Person" means any individual, the Bank Product Providers and the L/C Issuer under sole proprietorship, partnership, joint venture trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, entity or government (including without limitation, any Loan Document but for the fact that they are unenforceable instrumentality, division, agency, body or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.department thereof);

Guaranty. Exhibit C – Form of Guaranty Agreement (a) Each Loan Party Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees the punctual payment and performance, when due and payable (due, whether at stated maturity, on demand, by acceleration or otherwise), of all Secured Obligations of other than any thereof for which it is primarily liable (collectively, the Borrowers, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”“Guaranteed Obligations”); provided, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by however, that as used herein “Guaranteed Obligations” shall not include the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Excluded Swap Obligations. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers any other Credit Party to the AgentsAdministrative Agent, the LendersIssuing Lender or any Lender under the Credit Documents and by any other Credit Party to a Swap Counterparty, the Bank Product Providers and the L/C Issuer under Banking Services Provider, or any Loan Document other Secured Party but for the fact that they are unenforceable or not allowable due to insolvency or the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the Borrowersany other Credit Party. Notwithstanding any of the foregoing, the Guaranteed Obligations of any Guarantor shall not include the Excluded Swap Obligations of such Guarantor. (b) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree that in the event a payment shall be made on any Excluded Hedge Liabilities. In no event shall the obligation of date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment, in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date and the denominator of which shall be the aggregate net worth of all the Contributing Guarantors together with the net worth of the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 2(b) shall be subrogated to the rights of such Funding Guarantor to the extent of such payment. (c) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under this Guaranty on any date shall be limited to a maximum aggregate amount equal to the largest amount that would not, on such date, render its obligations hereunder exceed subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the maximum amount Bankruptcy Code of the United States or any applicable provisions of comparable laws relating to bankruptcy, insolvency, or reorganization, or relief of debtors (collectively, the “Fraudulent Transfer Laws”), but only to the extent that any Fraudulent Transfer Law has been found in a final non-appealable judgment of a court of competent jurisdiction to be applicable to such Guarantor could guarantee under any Debtor Relief Law.obligations as of such date, in each case:

Guaranty. (a) Each Loan Party The Guarantor hereby jointly and severally irrevocably and unconditionally and irrevocably guarantees the punctual payment when due and payable (due, in lawful money of the United States of America, whether at stated maturity, on demand, by acceleration or otherwise), of the Loans and all other Obligations owing by the Borrower to the Lenders, the Administrative Agent, or any of them, under the BorrowersCredit Agreement, the Notes, and the other Credit Documents, including all renewals, extensions, modifications and refinancings thereof, now or hereafter existing under any Loan Documentowing, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligationsinterest, fees, commissions, expense reimbursements, indemnifications expenses or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel attorneys’ fees and expenses) incurred by the Agents, Lenders or the Lenders, the Bank Product Providers and the L/C Issuer Administrative Agent in enforcing any rights under the guaranty set forth in this ARTICLE XI. Guaranty (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agentscollectively, the Lenders“Guaranteed Obligations”), the Bank Product Providers and the L/C Issuer under any Loan Document including without limitation, all interest which, but for the fact that they are unenforceable filing of a petition in bankruptcy, would accrue on any principal portion of the Guaranteed Obligations. Any and all payments by the Guarantor hereunder shall be made free and clear of and without deduction for any set-off, counterclaim, or not allowable due withholding so that, in each case, each Guaranteed Party will receive, after giving effect to any taxes (excluding taxes imposed on overall net income of the Guaranteed Party and the other taxes excluded pursuant to Section 3.3(a)(i)-(v) of the Credit Agreement to the existence same extent as excluded pursuant to the Credit Agreement), the full amount that it would otherwise be entitled to receive with respect to the Guaranteed Obligations (but without duplication of an Insolvency Proceeding involving amounts for taxes already included in the BorrowersGuaranteed Obligations). Notwithstanding any The Guarantor acknowledges and agrees that this is a guarantee of payment when due, and not of collection, and that this Guaranty may be enforced up to the full amount of the foregoing, Guaranteed Obligations shall not include without proceeding against the Borrower, against any Excluded Hedge Liabilities. In no event shall security for the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee Guaranteed Obligations, or under any Debtor Relief Lawother guaranty covering any portion of the Guaranteed Obligations.

Guaranty. (a) Each Loan Party hereby jointly For value received and severally and unconditionally and irrevocably guarantees the punctual payment when due and payable (whether at stated maturityin consideration of any loan, on demand, by acceleration advance or otherwise), financial accommodation of all Obligations of the Borrowersany kind whatsoever heretofore, now or hereafter existing under made, given or granted to TWINLAB CORPORATION, a Delaware corporation (“Borrower”), Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Lender: (i) the full and prompt payment when due of the principal of, all interest on, and all fees in respect of, all of the Loans and Letter of Credit Obligations and (ii) the full and prompt payment and performance of any Loan Documentand all other Obligations, whether all or any portion of such Loans, Letter of Credit Obligations and other Obligations are now or hereafter existing, direct or indirect, related or unrelated, joint or several, or absolute or contingent, whether or not for principalthe payment of money, interest and whether arising by reason of an extension of credit, opening of a letter of credit, loan, guarantee, Rate Management Obligation or in any other manner (all of the indebtedness, liabilities and obligations described in the foregoing clauses (i) and (ii) of this Section 1.1 which are outstanding from time to time are collectively referred to as the “Guaranteed Obligations”). Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Lender the full and prompt payment and performance of the Guaranteed Obligations when any of the Guaranteed Obligations are due, including, without limitation, all interest that accrues after on the commencement occurrence of an Event of Default, by reason of the maturity or acceleration of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit the Guaranteed Obligations, feeson the occurrence of a default under the terms of this Guaranty, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent at any times after the date when due. Notwithstanding anything to the commencement contrary contained in this Guaranty or any other Loan Document to which any Guarantor is a party: (a) the definition of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”“Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty ” set forth in this ARTICLE XI. Guaranty shall exclude Excluded Swap Obligations in respect of Guarantor; (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In in no event shall the obligation proceeds of any Loan Collateral provided by Guarantor hereunder exceed be applied by Lender to any Excluded Swap Obligations in respect of Guarantor; and (c) without limiting any provision set forth in any Loan Document, to the maximum amount such fullest extent permitted by law, Guarantor could guarantee under hereby waives any Debtor Relief Lawand all rights to require marshalling of assets by Lender.

Guaranty. (a) Each Loan Party The Guarantors hereby jointly and severally and unconditionally and irrevocably guarantees guarantee the punctual full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, of, and the performance of, (a) the Obligations, whether now or hereafter existing and whether for principal, interest, fees, expenses or otherwise, (b) all Swap Obligations owed to any Guarantied Party, (c) any and all reasonable out-of-pocket expenses (including, without limitation, reasonable expenses and reasonable counsel fees and expenses of the Administrative Agent and the Lenders) incurred by any of the Guarantied Parties in enforcing any rights under this Guaranty and (d) all present and future amounts that would become due but for the operation of any provision of Debtor Relief Laws, and payable all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any Guarantor voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the items set forth in clauses (a), (b), (c) and (d) immediately above being herein referred to as the “Guarantied Obligations”). Upon failure of the Borrower to pay any of the Guarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement and other Loan Documents (whether at stated maturity, on demand, by acceleration or otherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of all Obligations notice from the Administrative Agent of the BorrowersBorrower’s failure to pay the same, now without any other demand or hereafter existing under any Loan Documentnotice whatsoever, whether for principal, interest (including, including without limitation, all interest that accrues after any notice having been given to any Guarantor of either the commencement acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any Insolvency Proceeding with respect to any Borrower, whether or of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a claim guaranty of collection, meaning that it is not necessary for post-filing interest is allowed the Guarantied Parties, in such Insolvency Proceedingorder to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any Collateral. Notwithstanding anything herein or in any other Loan Document to the contrary, in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if, as a result of applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (collectively, “Fraudulent Transfer Laws”), Letter the obligations of Credit Obligationsany Guarantor under this Section 1 would otherwise, feesafter giving effect to (a) all other liabilities of such Guarantor, commissions, expense reimbursements, indemnifications contingent or otherwise, and whether accruing before or subsequent to the commencement that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing such Guarantor in respect of intercompany Indebtedness to the Loan Documents (such Obligations, Borrower to the extent not that such Indebtedness would be discharged in an amount equal to the amount paid or performed by the Borrowers, being the ”Guaranteed Obligations”, such Guarantor hereunder) and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting to the generality value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable requirements of Law, (ii) Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part Borrower of obligations arising under this Guaranty or other guaranties of the applicable Guaranteed Guarantied Obligations and would by such parties, be owed by the Borrowers held or determined to be void, invalid or unenforceable, or subordinated to the Agentsclaims of any other creditors, on account of the amount of its liability under this Section 1, then the amount of such liability shall, without any further action by such Guarantor, any Lender, the LendersAdministrative Agent or any other Person, the Bank Product Providers be automatically limited and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due reduced to the existence highest amount that is valid and enforceable and not subordinated to the claims of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount other creditors as determined in such Guarantor could guarantee under any Debtor Relief Lawaction or proceeding.

Guaranty. (a) Each Loan Party Guarantor hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees to the punctual payment when due and payable (whether at stated maturityBeneficiary, on demand, by acceleration or otherwise), of all Obligations for the benefit of the BorrowersBeneficiary the performance of each and every obligation of the Developer under the LDDA, now as modified or hereafter existing under any Loan Documentamended in accordance with its terms, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation development of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Project. Without limiting the generality of the foregoing, each Guarantor guarantees that (a) the Project shall be constructed and completed in accordance with the Final Construction Plans approved by the City, as modified or amended in accordance with the terms of the LDDA, (b) construction of the Project shall be commenced and completed within the time limits set forth in the LDDA, as modified or amended in accordance with the terms of the LDDA, and (c) the Property and the Improvements shall be and remain free and clear of any and all mechanics’ and materialmen’s liens of persons or entities furnishing materials, labor or services in constructing or completing the Improvements. Guarantor agrees that Beneficiary shall be entitled to exercise against Guarantor all rights and remedies available to Beneficiary against the Developer under the LDDA, provided, however, that notwithstanding anything to the contrary herein, Guarantor’s liability obligations under the LDDA, including the obligations under this Guaranty, shall extend to all amounts that constitute part automatically and completely terminate following: (A) the issuance of the applicable Guaranteed Obligations and would be owed by Certificate of Completion for the Borrowers Project as described in the LDDA, except to the Agentsextent of: (1) any Deferred Items; and (2) any claims made by Beneficiary against Guarantor under this Guaranty prior to the issuance of the Certificate of Completion; and (B) delivery to the City of a copy of the final as-built plans for the Improvements. The Guarantor hereby acknowledges that if it fails to perform its obligations promptly under this Guaranty, the LendersBeneficiary has the option, without any obligation to do so, and without affecting the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any liability of the foregoingGuarantor hereunder, Guaranteed Obligations to proceed to complete the Project or cause the completion of the Project; provided, however, that before proceeding to complete the Project, Guarantor shall not include any Excluded Hedge Liabilities. In no event shall be given prior written notice allowing Guarantor the obligation ability for a period of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.thirty

Guaranty. (a) Each Loan Party Subsidiary Guarantor with all other Subsidiary Guarantors, hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees guarantees, jointly and severally, as a primary obligor and not merely as a surety, to each Holder and its successors and assigns, the full and punctual payment and performance when due and payable (due, whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations the principal of the Borrowersand Make-Whole Amount, now or hereafter existing under any Loan Document, whether for principal, and interest on (including, without limitation, all interest that accrues interest, whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any Insolvency Proceeding with respect bankruptcy, insolvency or similar proceeding relating to any Borrowerthe Company) the Notes and all other amounts under the Note Purchase Agreement and all other obligations, agreements and covenants of the Company now or hereafter existing under the Note Purchase Agreement whether for principal, Make-Whole Amount, interest (including interest accruing or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, becoming owing both prior to and whether accruing before or subsequent to the commencement of any Insolvency Proceeding proceeding against or with respect to the Company under any Borrower (notwithstanding the operation chapter of the automatic stay under Section 362(a) of the United States Bankruptcy Code), indemnification payments, expenses (including reasonable attorneys’ fees and the due performance expenses) or otherwise, and observance all reasonable costs and expenses, if any, incurred by the Borrowers of their other Obligations now or hereafter existing any Holder in respect of the Loan Documents connection with enforcing any rights under this Guaranty (all such Obligations, to the extent not paid or performed by the Borrowers, obligations being the ”“Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including reasonable counsel fees and expenses) incurred by each Holder in enforcing this Guaranty; provided that, notwithstanding anything contained herein or in the AgentsNote Purchase Agreement to the contrary, the Lendersmaximum liability of each Subsidiary Guarantor hereunder and under the Note Purchase Agreement shall in no event exceed such Guarantor’s Maximum Guaranteed Amount, the Bank Product Providers and provided further, each Subsidiary Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of such Maximum Guaranteed Amount and the L/C Issuer recipient of such payment, if so required by a final non-appealable order of a court of competent jurisdiction, shall then be liable for the refund of any excess amounts. If any such rebate or refund is ever required, all other Subsidiary Guarantors (and the Company) shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law. This Guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in enforcing no way conditioned upon any attempt to collect from the Company or any other action, occurrence or circumstance whatsoever. Each Subsidiary Guarantor agrees that the Guaranteed Obligations may at any time and from to time exceed the Maximum Guaranteed Amount of such Subsidiary Guarantor without impairing this Guaranty or affecting the rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality and remedies of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the BorrowersHolders hereunder. Notwithstanding any stay, injunction or other prohibition preventing such action against the Company, if for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to perform and (in the case of the foregoingpayment of Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Subsidiary Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Holders, in lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations shall not include or cause such Guaranteed Obligations to be performed or complied with, (in the case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the extent required under such Notes) on any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawdue and owing.

Guaranty. (a) Each Loan Party hereby Guarantors jointly and severally irrevocably and unconditionally guaranty, as primary obligors and irrevocably guarantees not merely as sureties, the due and punctual payment in full of all Guarantied Obligations (as hereinafter defined) when due and payable (the same shall become due, whether at stated maturity, on demandby acceleration, by acceleration demand or otherwise), of all Obligations of the Borrowers, now or hereafter existing under any Loan Document, whether otherwise (including amounts that would become due but for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. § 362(a)). The term “Guarantied Obligations” is used herein in its most comprehensive sense and includes any and all Obligations of Company and all obligations of Company under Lender Swap Agreements, and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and however arising under or in respect connection with the Credit Agreement, the Lender Swap Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Loan Documents Loans may be advanced to it, that Letters of Credit may be issued for the benefit of its business and that the Guarantied Obligations are being incurred for and will inure to its benefit. Any interest on any portion of the Guarantied Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of each Guarantor and Guarantied Party that the Guarantied Obligations should be determined without regard to any rule of law or order that may relieve Company of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company, the obligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) is rescinded or recovered directly or indirectly from Guarantied Party or any other Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments that are so rescinded or recovered shall constitute Guarantied Obligations. Subject to the extent not paid or performed by other provisions of this Section 1, upon the Borrowers, being the ”Guaranteed Obligations”, and agrees failure of Company to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality of the foregoingGuarantied Obligations when and as the same shall become due, each Guarantor’s liability shall extend Guarantor will upon demand pay, or cause to all amounts that constitute part be paid, in cash, to Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the aggregate of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawunpaid Guarantied Obligations.

Guaranty. The undersigned, SWISS REINSURANCE COMPANY, a Swiss company (a) Each Loan Party the "Guarantor"), hereby jointly and severally and absolutely, unconditionally and irrevocably guarantees guaranties the punctual prompt payment as and when due and payable (whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations present and future obligations of its indirect, wholly-owned subsidiary SWISS RE FINANCIAL PRODUCTS CORPORATION, a company incorporated in the Borrowers, now or hereafter existing under any Loan Document, whether for principal, interest State of Delaware ("THE GUARANTEED SUBSIDIARY") including, without limitation, all interest that accrues after the commencement any obligation in any capacity under, in connection with or ancillary to, contracts of insurance or reinsurance, contracts for borrowed money and other evidences of indebtedness of any Insolvency Proceeding party, however characterized, securities transactions, derivative, securitization and alternative risk transfer transactions, any obligation in the nature of credit extension, credit enhancement or contractual support, and any obligation relating to transactions governed by ISDA Master Agreements entered into from time to time by THE GUARANTEED SUBSIDIARY. In the case of transactions governed by ISDA Master Agreements, Guarantor's obligations under this Guaranty may be evidenced by and governed in accordance with respect the terms of a subguaranty (a "Subguaranty"), substantially in the form attached hereto. This Guaranty constitutes a guaranty of payment when due and not of collection and is not conditional or contingent upon any attempts to collect from, or pursue or exhaust any rights or remedies against, THE GUARANTEED SUBSIDIARY. A demand for payment hereunder may be made in writing addressed to the Chief Financial Officer of the Guarantor. Notwithstanding any reference to any Borrowerobligation of THE GUARANTEED SUBSIDIARY, whether the Guarantor's obligations under this Guaranty are its absolute and independent obligations as a primary obligor and are in particular not dependent in any way on the validity or enforceability of and are not subject to any defense or excuse otherwise available under the guaranteed obligations of THE GUARANTEED SUBSIDIARY (but no payment hereunder shall be required unless the guaranteed obligations are due and payable in accordance with their terms) and the Guaranty thereby constitutes and is intended by the parties to constitute a non-accessory undertaking ("nicht akzessorische Verpflichtung") within the meaning of Art. I I I of the Swiss Code of Obligations ("CO") and not a claim for post-filing interest is allowed in such Insolvency Proceeding)mere surety ("Burgschaft") within the meaning of Art. 492 et seq. CO. Upon payment by the Guarantor to any beneficiary of the amount due under the Guarantee, Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent the Guarantor shall be subrogated to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation rights of the automatic stay under Section 362(a) of beneficiary against THE GUARANTEED SUBSIDIARY to the United States Bankruptcy Code)extent satisfied by such payment, and the due performance beneficiary will take at the Guarantor's expense such steps as the Guarantor may reasonably request to implement such subrogation. The Guarantor shall not exercise any rights against THE GUARANTEED SUBSIDIARY which it may acquire in consequence of such payment or subrogation unless and observance until all the obligations of THE GUARANTEED SUBSIDIARY to such beneficiary shall have been paid in full. The Guarantor, and the signatories hereto acting jointly, hereby (i) authorize THE GUARANTEED SUBSIDIARY to deliver copies of this Guaranty, and to conclusively confirm its applicability to any transaction or obligation, to such persons as it deems necessary or advisable, including, without limitation, any counterparty to any transaction and any rating agency engaged in providing a rating of THE GUARANTEED SUBSIDIARY or any of its obligations or of any product offered or in any manner contractually supported by the Borrowers of their other Obligations now or hereafter existing in respect THE GUARANTEED SUBSIDIARY and (ii) (a) authorize any one of the Loan Documents (such ObligationsChief Executive Officer, the Chief Financial Officer and the Chief Risk Officer of the Guarantor to execute in the extent not paid or performed name and on behalf of the Guarantor, in favor of the counterparty to any ISDA Master Agreement entered into by the Borrowers, being the ”Guaranteed Obligations”THE GUARANTEED SUBSIDIARY, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Without limiting the generality authorize either such Member of the foregoingExecutive Board or THE GUARANTEED SUBSIDIARY to deliver to such counterparty a Subguaranty issued under this Guaranty. This Guaranty is governed and will be construed in accordance with Swiss law. Exclusive place of jurisdiction for any legal proceeding hereunder shall be Zurich, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawSwitzerland.

Guaranty. The Guarantor (a) Each Loan Party hereby together with the other Guarantors, if any, jointly and severally severally) hereby (i) irrevocably, absolutely and unconditionally and irrevocably guarantees the punctual prompt payment by the Borrower, as and when due and payable (whether at stated by scheduled maturity, on demandrequired prepayment, by acceleration acceleration, demand or otherwise), of all Obligations from time to time owing in respect of the Borrowers, now Credit Agreement or hereafter existing under any other Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any the Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceedingproceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States U.S. Bankruptcy Code), and the due performance and observance by the Borrowers Borrower of their other Obligations obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”“Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expensesexpenses of one primary counsel, except if there are conflicts of interest, and if necessary one local counsel per jurisdiction) incurred by the Agents, the Lenders, the Bank Product Providers Lenders and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Guaranty. Without limiting the generality of the foregoing, each the Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers Borrower to the Agents, the Lenders, the Bank Product Providers Lenders and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowersany Loan Party. Notwithstanding the foregoing or any other provision of this Agreement to the foregoingcontrary, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall if the obligation obligations of any Guarantor hereunder exceed under this Section 2 would, in any action or proceeding involving any state or provincial corporate law, or any state, provincial, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the maximum rights of creditors generally, otherwise be held or determined to be subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of a state, provincial or foreign law on account of the amount of its liability under this Section 2, then the amount of such Guarantor could guarantee under liability shall, without further action by such Guarantor, or any Debtor Relief LawLoan Party or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding.

Guaranty. (a) Each Loan Party hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment when due and payable (whether at stated maturity, on demand, by acceleration or otherwise), of all Obligations of the BorrowersBorrowersLoan Parties, now or hereafter existing under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrower,Loan Party, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower BorrowerLoan Party (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers BorrowersLoan Parties of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the BorrowersBorrowersLoan Parties, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XI). (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers BorrowersLoan Parties to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the BorrowersBorrowersLoan Parties. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. The Guarantors, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Buyers (a) Each Loan Party hereby jointly and severally and unconditionally and irrevocably guarantees the punctual payment payment, present or future, direct or indirect, absolute or contingent, as and when due and payable (whether at stated maturity, on demandpayable, by acceleration stated maturity or otherwise), of all Obligations of the Borrowers, obligations and any other amounts now or hereafter existing under any Loan Documentowing by the Company in respect of the Securities Purchase Agreement, whether for principalthe Notes, interest (the Collateral Documents and the other Transaction Documents, and the transactions contemplated thereby, including, without limitation, all interest that accrues after the commencement of any proceeding commenced by or against any the Company or any Guarantor under any provision of the Bankruptcy and Insolvency Proceeding Act (Canada), the Companies Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) or the Bankruptcy Code (Chapter 11 of Title 11 of the United States Code) or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with respect to any Borrowercreditors, or proceedings seeking reorganization, arrangement, or other similar relief (an "Insolvency Proceeding"), whether or not a claim for post-filing the payment of such interest is allowed in unenforceable or is not allowable due to the existence of such Insolvency Proceeding), Letter of Credit Obligations, and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or otherwiseto become due under any of the Transaction Documents, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all expenses (including reasonable counsel fees and expenses) reasonably incurred by the Agents, Buyers or the Lenders, the Bank Product Providers and the L/C Issuer Collateral Agent in enforcing any rights under this Guaranty (such obligations, to the guaranty set forth in this ARTICLE XI. extent not paid by the Company, being the "Guaranteed Obligations") and (b) the punctual and faithful performance, keeping, observance and fulfillment by the Company of all of the agreements, conditions, covenants and obligations of the Company contained in the Securities Purchase Agreement, the Notes, the Collateral Documents and the other Transaction Documents and the transactions contemplated thereby. Without limiting the generality of the foregoing, each Guarantor’s 's liability hereunder shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers Company to the Agents, Buyers under the Lenders, the Bank Product Providers Securities Purchase Agreement and the L/C Issuer under any Loan Document Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Guarantor or the BorrowersCompany (each, a "Transaction Party"). Notwithstanding In the event that under any applicable law (including a law, rule or regulation (a) limiting or restricting the giving by a Guarantor of financial assistance by way of guarantee to the Company, (b) relating to fraudulent conveyance or fraudulent transfer (or any laws of similar application), or (c) enforcing currency controls in any jurisdiction) limiting the amount of financial assistance that any Guarantor is permitted to provide in favor of the Company, then the amount recoverable from such Guarantor under this Guaranty in respect of the Guaranteed Obligations and all other amounts due hereunder shall be limited to the maximum amount permitted under such applicable law; provided that the application of such limitation in any specific case (in respect of the Guaranteed Obligations) shall not restrict or limit the ability of the Buyers, to claim in full the Guaranteed Obligations and all amounts due hereunder against any other Guarantor or against such Guarantor where (a) there is no law, rule or regulation which limits the amount of financial assistance that such Guarantor is permitted to provide in favor of the Company, or (b) there is an applicable exception to any limitation on the amount of financial assistance which such Guarantor is permitted to provide in favor of any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawCompany.

Guaranty. Each guarantor listed in Supplemental Indenture No. 13 (athe “Guarantors”), dated as of October 25, 2012, to the Indenture among Equity One, Inc., as successor to IRT Property Company (the “Company”), the Guarantors and U.S. Bank National Association, as successor to SunTrust Bank (formerly SunTrust Bank, Atlanta), as trustee (the “Trustee”) Each Loan Party hereby jointly as further supplemented by 13 Supplemental Indentures including Supplemental Indenture No. 13, dated as of October 25, 2012 (as so supplemented, herein called the “Indenture”), has unconditionally guaranteed to the Trustee and severally the Holder of the Guaranteed Securities upon which this Guaranty is endorsed full and unconditionally prompt payment and irrevocably guarantees the punctual payment performance, when due and payable (due, whether at stated maturity, on demand, by acceleration or otherwise), of (x) all Obligations payment and performance obligations of the BorrowersCompany, now or hereafter existing (i) under any Loan Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding Indenture with respect to any Borrowerthe Guaranteed Securities, whether or not (ii) under the Guaranteed Securities and (iii) as a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter result of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, the issuance of the Guaranteed Securities and whether accruing before or subsequent (y) the obligation to pay an amount equal to the commencement amount of any Insolvency Proceeding and all damages which the Trustee and the Holders, or any part of them, may suffer by reason of a breach by either the Company or any other obligor of any obligation, covenant or undertaking under (i) the Indenture with respect to the Guaranteed Securities or (ii) the Guaranteed Securities (collectively, the “Obligations”). Each Obligation shall rank pari passu with each other Obligation. This Guaranty shall not be valid or obligatory for any Borrower (notwithstanding purpose until the operation certificate of authentication of the automatic stay under Section 362(a) Note upon which this Guaranty is endorsed shall have been manually executed by or on behalf of the United States Bankruptcy Code), Trustee under the Indenture. All capitalized terms used in this Guaranty which are not defined herein shall have the meanings assigned to them in the Indenture. This Guaranty shall be governed by and construed in accordance with the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect laws of the Loan Documents (such ObligationsState of Georgia, except to the extent not paid or performed that the Trust Indenture Act shall be applicable. This Guaranty may be executed in any number of counterparts and by the Borrowersdifferent parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, being the ”Guaranteed Obligations”, and agrees to pay any and but all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers such counterparts shall together constitute but one and the L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE XIsame agreement. (b) Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Law.

Guaranty. Seller Guarantor hereby irrevocably and unconditionally guarantees (a) Each Loan Party hereby jointly the full, complete, and severally and unconditionally and irrevocably guarantees the punctual payment when due and payable (whether at stated maturity, on demand, timely performance by acceleration or otherwise), Seller of all Obligations of the BorrowersSeller's obligations under the Purchase and Sale Agreement, now or hereafter existing under any Loan Documentthe Consent and Agreement, and the other documents executed and delivered by Seller in connection with the Closing of the transactions contemplated thereunder (collectively, the "Closing Documents"), whether for principalthe payment of money, interest (including, without limitation, all interest that accrues after the commencement making of any Insolvency Proceeding with respect to any Borrower, whether or not a claim for post-filing interest is allowed in such Insolvency Proceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications representations and warranties or otherwise, and whether accruing before or subsequent to (b) the commencement payment of any Insolvency Proceeding with respect to any Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code), and the due performance and observance by the Borrowers of their other Obligations now or hereafter existing in respect of the Loan Documents (such Obligations, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”, and agrees to pay any and all damages arising under the Closing Documents together with all reasonable out-of-pocket expenses (including reasonable counsel attorneys' fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer Purchaser in enforcing this Guaranty. Seller Guarantor agrees that in the event that Seller fails to pay or perform any rights of its obligations to Purchaser under the guaranty set forth Closing Documents, as each may from time to time be amended (the "Guaranteed Obligations"), then Seller Guarantor will pay or perform such Guaranteed Obligations in this ARTICLE XI. (b) Without limiting the generality place and stead of Seller and to the foregoing, each Guarantor’s liability shall extend full extent that Seller is obligated to all amounts that constitute part of pay or perform such Guaranteed Obligations. In the applicable event Seller becomes obligated to pay or perform any Guaranteed Obligations and would be owed by fails to timely pay or perform such obligations in accordance with the Borrowers to terms of the Agents, the Lenders, the Bank Product Providers Purchase Agreement and the L/C Issuer under any Loan Document but for Closing Documents, then Purchaser may provide written notice to Seller Guarantor demanding that Seller Guarantor either cause Seller to pay or perform the fact Guaranteed Obligations or to pay or perform such Guaranteed Obligations in the place and stead of Seller. Seller Guarantor's aggregate liability hereunder shall not exceed U.S. $5,000,000; provided, however, that they are unenforceable or not allowable due Seller Guarantor's aggregate liability hereunder with respect to the existence of an Insolvency Proceeding involving the Borrowers. Notwithstanding any Sections 2.1 and 4.3 of the foregoing, Guaranteed Obligations Purchase and Sale Agreement shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief Lawbe unlimited.

Guaranty. (a) Each Loan Party Guarantors does hereby jointly and severally (a) irrevocably, absolutely and unconditionally guaranty the prompt payment by the Borrowers, as and irrevocably guarantees the punctual payment when due and payable (whether at stated by scheduled maturity, on demandrequired prepayment, by acceleration acceleration, demand or otherwise), of (i) all Obligations of the Borrowers, now Obligations from time to time owing in respect of the Credit Agreement or hereafter existing under any other Loan Document, and (ii) all of the Cornell Capital Obligations, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to any Borrowerthe Borrowers, whether or not a claim for post-filing interest is allowed in such Insolvency Proceedingproceeding), Letter of Credit Obligations, fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to any Borrower the Borrowers (notwithstanding the operation of the automatic stay under Section 362(a) of the United States U.S. Bankruptcy Code), and the due performance and observance by the Borrowers of their its other Obligations obligations now or hereafter existing in respect of the Credit Agreement, and other Loan Documents or the Cornell Capital Loans (such Obligationscollectively, to the extent not paid or performed by the Borrowers, being the ”Guaranteed Obligations”"GUARANTEED OBLIGATIONS"), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agents, the Lenders, the Bank Product Providers and the L/C Issuer Lender in enforcing any rights under the guaranty set forth in this ARTICLE XI. (b) Guaranty. Without limiting the generality of the foregoing, each Guarantor’s 's liability shall extend to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by the Borrowers to the Agents, the Lenders, the Bank Product Providers and the L/C Issuer Lender under any of the Credit Agreement, and other Loan Document Documents or the Cornell Capital Loans (individually and collectively, a "CREDIT DOCUMENT") but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding a bankruptcy, reorganization or similar proceeding involving the Borrowers. Notwithstanding any of the foregoing, Guaranteed Obligations shall not include any Excluded Hedge Liabilities. In no event shall the obligation of any Guarantor hereunder exceed the maximum amount such Guarantor could guarantee under any Debtor Relief LawCredit Party.