Common use of Guaranty Clause in Contracts

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor hereby irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (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 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 Documents are not paid by the Borrower in accordance with their terms, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor hereby irrevocably irrevocably, absolutely, and unconditionally guarantees to Lender the Lenderprompt, its successors complete, and assigns full payment when due, and no matter how the same shall become due, of: (i) the full Note, including all principal, all interest thereon and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, other sums payable thereunder; and (ii) all other sums payable under the full and prompt payment and performance of all termsother Obligation Documents, conditions and covenants contained in the Loan Agreement and whether for principal, interest, fees or otherwise; and (iii) the full and prompt performance of any and all other obligations indebtedness or liabilities which Borrower may at any time owe to Lender, whether incurred heretofore or hereafter or concurrently herewith, voluntarily or involuntarily, whether owed alone or with others, whether fixed, contingent, absolute, inchoate, liquidated or unliquidated, whether such indebtedness or liability arises by notes, discounts, overdrafts, open account indebtedness or in any other manner whatsoever, and including interest, attorneys' fees and collection costs as may be provided by law or in any instrument evidencing any such indebtedness or liability. Without limiting the generality of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencingforegoing, securing, or otherwise relating to the Obligations or the Loan Documents. The Guarantor hereby agrees that if any of the Obligationshis liability hereunder shall extend to and include all post-petition interest, expenses, and other duties and covenants liabilities of Borrower described above in this subsection (a), or below in the following subsection (b), which would be owed by Borrower but for the fact that they are unenforceable or not paid by allowable due to the Borrower in accordance with their respective terms existence of a bankruptcy, reorganization, or if any similar proceeding involving Borrower. (b) Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to Lender the prompt, complete and full performance, when due, and no matter how the same shall become due, of all sums which are now or may hereafter become due from the obligations and undertakings of Borrower to the Lender under under, by reason of, or pursuant to any of the Obligations or the Loan Documents are not paid by the Obligation Documents. (c) If Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees shall for any reason fail to pay the Lender all reasonable expenses (includingany Obligation, without limitationas and when such Obligation shall become due and payable, reasonable attorneys' fees and court costs) paid or incurred by the Lender in endeavoring (x) to collect any indebtedness evidenced by any whether at its stated maturity, as a result of the Obligations or the Loan Documentsexercise of any power to accelerate, or otherwise, Guarantor will, forthwith upon demand by Lender, pay such Obligation in full to Lender. If Borrower shall for any portion thereofreason fail to perform promptly any Obligation, Guarantor will, forthwith upon demand by Lender, cause such Obligation to be performed or, if specified by Lender, provide sufficient funds, in such amount and manner as Lender shall in good faith determine, for the prompt, full and faithful performance of such Obligation by Lender or such other Person as Lender shall designate. (d) If either Borrower or Guarantor fails to pay or perform any Obligation as described in the immediately preceding subsections (a), (y) to enforce any of the Obligations of the Borrower guaranteed herebyb), or (zc) Guarantor will incur the additional obligation to enforce pay to Lender, and Guarantor will forthwith upon demand by Lender pay to Lender, the amount of any and all expenses, including fees and disbursements of Lender's counsel and of any experts or agents retained by Lender, which Lender may incur as a result of such failure. (e) As between Guarantor and Lender, this Guaranty. This Guaranty shall be considered a continuing Guaranty primary and liquidated liability of all the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceableGuarantor. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. (a) To induce the Lender to extend credit to the Each Borrower pursuant to the Loan Agreementhereby unconditionally and irrevocably, the Guarantor hereby irrevocably and unconditionally guarantees to the Lender, its successors and assigns : (i) the due and punctual payment in full (and prompt not merely the collectibility) by the other Borrowers of the Obligations, including unpaid and accrued interest thereon, in each case when due and payable, all according to the terms of this Agreement, the Notes and the other Financing Documents; (ii) the due and punctual payment when duein full (and not merely the collectibility) by the other Borrowers of all other sums and charges which may at any time be due and payable in accordance with this Agreement, whether the Notes or any of the other Financing Documents; (iii) the due and punctual performance by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, the other Borrowers of all of the Obligations, 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 other terms, covenants and conditions and covenants contained in the Loan Agreement and Financing Documents; and (iiiiv) all 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 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 Documents are not paid by the Borrower in accordance with their terms, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceableother Borrowers. (b) As an additional inducement The obligations and liabilities of each Borrower as a guarantor under this Section 2.5.5 shall be absolute and unconditional and joint and several, irrespective of the genuineness, validity, priority, regularity or enforceability of this Agreement, any of the Notes or any of the Financing Documents or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Borrower in its capacity as a guarantor expressly agrees that the Lender may, in its sole and absolute discretion, without notice to or further assent of such Borrower and without in any way releasing, affecting or in any way impairing the joint and several obligations and liabilities of such Borrower as a guarantor hereunder: (i) waive compliance with, or any defaults under, or grant any other indulgences under or with respect to any of the Financing Documents; (ii) modify, amend, change or terminate any provisions of any of the Financing Documents; (iii) grant extensions or renewals of or with respect to the Lender to extend credit Credit Facilities, the Notes or any of the other Financing Documents; (iv) effect any release, subordination, compromise or settlement in connection with this Agreement, any of the Notes or any of the other Financing Documents; (v) agree to the Borrowersubstitution, the Guarantorexchange, if a stockholder release or other disposition of the BorrowerCollateral or any part thereof, hereby covenants and agrees not or any other collateral for the Loan or to transferthe subordination of any lien or security interest therein; (vi) make advances for the purpose of performing any term, assignprovision or covenant contained in this Agreement, sell, convey any of the Notes or otherwise dispose of, grant any option, warrant or of the other right Financing Documents with respect toto which the Borrowers shall then be in default; (vii) make future advances pursuant to the Financing Agreement or any of the other Financing Documents; (viii) assign, pledge, hypothecate or otherwise encumber transfer the Commitment, the Obligations, the Notes, any of the capital stock other Financing Documents or any interest therein, all as and to the extent permitted by the provisions of this Agreement; (ix) deal in all respects with the other Borrowers as if this Section 2.5.5 were not in effect; (x) effect any release, compromise or settlement with any of the other Borrowers, whether in their capacity as a Borrower now or hereafter owned as a guarantor under this Section 2.5.5, or any other guarantor; and (xi) provide debtor-in-possession financing or allow use of cash collateral in proceedings under the Bankruptcy Code, it being expressly agreed by all Borrowers that any such financing and/or use would be part of the Guarantor without Obligations. (c) The obligations and liabilities of each Borrower, as guarantor under this Section 2.5.5, shall be primary, direct and immediate, shall not be subject to any counterclaim, recoupment, set off, reduction or defense based upon any claim that a Borrower may have against any one or more of the prior written consent of other Borrowers, the Lender, which consent will and/or any other guarantor and shall not be unreasonably withheldconditional or contingent upon pursuit or enforcement by the Lender of any remedies it may have against the Borrowers with respect to this Agreement, the Notes or any of the other Financing Documents, whether pursuant to the terms thereof or by operation of law. Without limiting the generality of the foregoing, the Lender shall not be required to make any demand upon any of the Borrowers, or to sell the Collateral or otherwise pursue, enforce or exhaust its remedies against the Borrowers or the Collateral either before, concurrently with or after pursuing or enforcing its rights and remedies hereunder. Any one or more successive or concurrent actions or proceedings may be brought against each Borrower under this Section 2.5.5, either in the same action, if any, brought against any one or more of the Borrowers or in separate actions or proceedings, as often as the Lender may deem expedient or advisable. Without limiting the foregoing, it is specifically understood that any modification, limitation or discharge of any of the liabilities or obligations of any one or more of the Borrowers, any other guarantor or any obligor under any of the Financing Documents, arising out of, or by virtue of, any bankruptcy, arrangement, reorganization or similar proceeding for relief of debtors under federal or state law initiated by or against any one or more of the Borrowers, in their respective capacities as borrowers and guarantors under this Section 2.5.5, or under any of the Financing Documents shall not modify, limit, lessen, reduce, impair, discharge, or otherwise affect the liability of each Borrower under this Section 2.5.5 in any manner whatsoever, and this Section 2.5.5 shall remain and continue in full force and effect. It is the intent and purpose of this Section 2.5.5 that each Borrower shall and does hereby waive all rights and benefits which might accrue to any other guarantor by reason of any such proceeding, and the Borrowers agree that they shall be liable for the full amount of the obligations and liabilities under this Section 2.5.5, regardless of, and irrespective to, any modification, limitation or discharge of the liability of any one or more of the Borrowers, any other guarantor or any obligor under any of the Financing Documents, that may result from any such proceedings. (d) Each Borrower, as guarantor under this Section 2.5.5, hereby unconditionally, jointly and severally, irrevocably and expressly waives: (i) presentment and demand for payment of the Obligations and protest of non-payment; (ii) notice of acceptance of this Section 2.5.5 and of presentment, demand and protest thereof; (iii) notice of any default hereunder or under the Notes or any of the other Financing Documents and notice of all indulgences; (iv) notice of any increase in the amount of any portion of or all of the indebtedness guaranteed by this Section 2.5.5; (v) demand for observance, performance or enforcement of any of the terms or provisions of this Section 2.5.5, the Notes or any of the other Financing Documents; (vi) all errors and omissions in connection with the Lender’s administration of all indebtedness guaranteed by this Section 2.5.5, except errors and omissions resulting from acts of bad faith; (vii) any right or claim of right to cause a marshalling of the assets of any one or more of the other Borrowers; (viii) any act or omission of the Lender which changes the scope of the risk as guarantor hereunder; and (ix) all other notices and demands otherwise required by law which the Borrower may lawfully waive. Within ten (10) days following any request of the Lender so to do, each Borrower will furnish the Lender and such other persons as the Lender may direct with a written certificate, duly acknowledged stating in detail whether or not any credits, offsets or defenses exist with respect to this Section 2.5.5.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor The Guarantors hereby jointly and severally unconditionally and irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) guarantee the full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereofof, of all of and the performance of, (a) the Obligations, includingwhether now or hereafter existing and whether for principal, without limitationinterest, the Revolving Loansfees, together with all renewals, modifications, consolidations, and extensions thereofexpenses or otherwise, (iib) the full and prompt payment and performance of all termsSwap Obligations owed to any Guarantied Party, conditions and covenants contained in the Loan Agreement and (iiic) 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 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys' expenses and reasonable counsel fees and court costsexpenses of the Administrative Agent and the Lenders) paid or incurred by the Lender in endeavoring (x) to collect any indebtedness evidenced by any of the Obligations or Guarantied Parties in enforcing any rights under this Guaranty and (d) all present and future amounts that would become due but for the Loan Documentsoperation of any provision of Debtor Relief Laws, 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 the Obligations and all of the duties present and covenants of the Borrower created pursuant to any future accrued and all of the Loan Documentsunpaid 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 all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant (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 voluntary at stated maturity, by acceleration or involuntaryotherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent of the Borrower’s failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contingentcontemporaneously to accelerate payment of any of the Guarantied Obligations, liquidated to institute suit or unliquidatedexhaust any rights against any Loan Party, determined or undeterminedto 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”), the obligations of any Guarantor under this Section 1 would otherwise, after giving effect to (a) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany Indebtedness to the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to the Lender 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 extend credit to the Borrower(i) applicable requirements of Law, the Guarantor, if a stockholder of the Borrower, hereby covenants (ii) Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and agrees not to transfer, assign, sell, convey other Subsidiaries or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock Affiliates of the Borrower now of obligations arising under this Guaranty or hereafter owned by the Guarantor without the prior written consent other guaranties of the Guarantied Obligations by such parties, be held or determined to be void, invalid or unenforceable, or subordinated to the claims 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, which consent will the Administrative Agent or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not be unreasonably withheldsubordinated to the claims of other creditors as determined in such action or proceeding.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Each Guarantor hereby unconditionally and irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) the full and prompt punctual payment when due, whether at stated maturity, by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (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 each other documents or instruments referred to in the Loan Agreement or Party now or hereafter 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 existing under or pursuant to any in respect of the Obligations or the Loan Documents are not paid by the Borrower in accordance with their terms, 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 any extensions, modifications, substitutions, amendments or incurred by the Lender in endeavoring (x) to collect renewals of 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documentsforegoing obligations), including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now whether direct or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntaryindirect, absolute or contingent, liquidated and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or unliquidated, determined or undeterminedotherwise (such obligations being the "Guaranteed Obligations"), and whether recovery upon agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent or the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, each Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Loan Party to any Lender but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such obligations, duties and covenants may be or hereafter become unenforceableLoan Party. (b) As an additional inducement Each Guarantor, and by its acceptance of this Guaranty, the Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Guaranty and the obligations of each Guarantor hereunder 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 Lender extent applicable to extend credit 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 Borrowermaximum amount as will result in the obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, the Guarantor, if a stockholder "Bankruptcy Law" means any proceeding of the Borrower, hereby covenants type referred to in Section 6.1(f) and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any (g) of the capital stock Credit Agreement or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withhelddebtors.

Guaranty. (a) To In order to induce the Lender Lenders to extend credit to the Borrower pursuant to the Loan AgreementCredit Agreement and Hedge Providers to enter into the Lender Hedge Agreements, the Guarantor hereby Guarantors jointly and severally irrevocably and unconditionally guarantees to guaranty, as primary obligors and not merely as sureties, the Lender, its successors due and assigns punctual payment in full of all Guarantied Obligations (ias hereinafter defined) when the full and prompt payment when same shall become due, whether at stated maturity, by acceleration acceleration, demand or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all otherwise (including amounts that would become due but for the operation of the Obligationsautomatic stay under Section 362(a) of the Bankruptcy Code, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, 11 U.S.C. ss. 362(a)). The term "GUARANTIED OBLIGATIONS" is used herein in its most comprehensive sense 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 includes any and all other Obligations of Borrower and all obligations of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter 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 Documents are not paid by the Borrower in accordance with their terms, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretoforeHedge Agreements, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents created, whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined whether due or undeterminednot due, and whether recovery upon however arising under or in connection with the Credit Agreement, the Lender Hedge Agreements, this Guaranty and the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue such obligations, duties and covenants obligations of Borrower or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Loans may be 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 hereafter become unenforceable. involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower (bor, 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) As an additional inducement 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 Lender to extend credit to event that all or any portion of the Guarantied Obligations is paid by Borrower, the Guarantorobligations of each Guarantor hereunder shall continue and remain in full force and effect or be reinstated, if 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 stockholder of the Borrowerpreference, hereby covenants and agrees not to transfer, assign, sell, convey fraudulent transfer or otherwise dispose of(and whether by litigation, grant demand, settlement or otherwise), and any option, warrant such payments that are so rescinded or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not recovered shall constitute Guarantied Obligations. All payments to be unreasonably withheldmade hereunder shall be made in immediately available funds to Administrative Agent at Administrative Agent's Office.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Each Guarantor hereby unconditionally and irrevocably and unconditionally guarantees to the LenderGuaranteed Parties, its successors and assigns (i) their respective successors, endorsees, transferees and assigns, the full and prompt payment when duedue (whether at stated maturity, whether by acceleration required prepayment, declaration, acceleration, demand or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (ii) the full and prompt payment and performance of all termsthe indebtedness, conditions liabilities 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 evidencing, securing, or otherwise relating Designated Obligors 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 Guaranteed Parties under or pursuant to any of in connection with the Obligations or the Loan Documents are not paid by the Borrower in accordance with their termsCredit Agreement, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay Notes, the Lender all reasonable expenses (including, without limitation, reasonable attorneys' fees Issuer Documents and court costs) paid or incurred by the Lender in endeavoring (x) to collect any indebtedness evidenced by any of the Obligations or the other Loan Documents, or any portion thereof, (y) to enforce any including all unpaid principal of the Obligations Loans, all amounts owing in respect of the Borrower guaranteed herebyL/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 (z) to enforce this Guaranty. This Guaranty in connection therewith; provided that, no Guarantor shall be deemed to guarantee the obligations in respect of which it is a continuing Guaranty of all the Obligations primary obligor. The terms “indebtedness,” “liabilities” and all of the duties “obligations” are used herein in their most comprehensive sense and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, include any and all advances, debts, obligations, covenants obligations and liabilities heretoforeliabilities, now existing or hereafter madearising, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntaryinvoluntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligationsindebtedness, duties liabilities and covenants obligations may be or hereafter become unenforceable. (b) As unenforceable or shall be an additional inducement to allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the Lender to extend credit to commencement by or against any Designated Obligor or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the Borrowerdebtor in such proceeding. The foregoing indebtedness, the Guarantor, if a stockholder liabilities and other obligations of the BorrowerDesignated Obligors, hereby covenants and agrees not all other indebtedness, liabilities and obligations to transfer, assign, sell, convey be paid or otherwise dispose of, grant performed by each Guarantor in connection with this Guaranty (including any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any and all amounts due under Section 10.04 of the capital stock of Credit Agreement), shall hereinafter be collectively referred to as the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld“Guaranteed Obligations.”

Guaranty. The undersigned (a“Guarantor”) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreementhereby absolutely, the Guarantor hereby irrevocably and unconditionally guarantees guaranties (as primary obligor and not merely as surety) to the LenderSeller (as defined below) under that certain Promissory Note dated as of August 3, its successors 2010, in the principal amount of Three Million Three Hundred Thirty Five Thousand Seven Hundred Ninety Seven and assigns 26/100 Dollars (i$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(whether at stated maturity, by acceleration, or otherwise) and performance of any and all indebtedness of Buyer to Seller, whether by acceleration now existing or otherwisehereafter incurred, with such interest as may accrue thereon either before or after maturity thereof, of all of under the ObligationsNote, including, without limitation, the Revolving Loans(a) all principal, together with all renewalsinterest, 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 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitationfees, 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 court costs) paid paralegal fees, arising in connection with, or incurred by the Lender in endeavoring (x) to collect any indebtedness evidenced by any as a consequence of the Obligations 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 Loan Documentsmeanings ascribed thereto in the Note. Guarantor agrees that the obligations hereunder are independent of and in addition to the 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 portion thereofother guarantor, (y) to enforce is a 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 Obligations other. All notices under this Guaranty shall be in writing and shall be deemed to have been given within three (3) days of the Borrower guaranteed herebydate 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 (z1) business day after being entrusted for delivery with a reputable overnight courier service, and addressed to enforce Guarantor as set forth below its signature to this Guaranty. Guarantor may change the address to which notices shall be directed by giving three (3) business days written notice of such change to Seller. This Guaranty shall be a continuing Guaranty of all governed by and construed in accordance with the Obligations and all laws of the duties and covenants State of the Borrower created pursuant to any and all of the Loan Documents, includingCalifornia, without limitationregard to principles of conflicts of law. Jurisdiction and venue for any proceeding regarding this Guaranty shall be in San Francisco County, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceableCalifornia. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor The Company hereby unconditionally and irrevocably and unconditionally guarantees to the LenderAdministrative Agent, its successors for the ratable benefit of the Lenders and assigns their respective successors, indorsees, transferees and assigns, any Hedge Bank and any Cash Management Bank, the prompt and complete payment and performance when due (i) whether at the full and prompt payment when duestated maturity, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all ) of the Guaranteed Obligations, 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 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 Documents are not paid by the Borrower in accordance with their terms, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement The Company agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of the Company hereunder that would exist in the absence of this Article 10 without impairing this Guarantee or affecting the rights and remedies of the Administrative Agent, any Lender, any Hedge Bank or any Cash Management Bank hereunder. (c) This Guarantee shall remain in full force and effect until all the Guaranteed Obligations (other than Guaranteed Obligations in respect of Hedge Agreements and Cash Management Obligations) shall have been satisfied by payment in full in immediately available funds, the Commitments have been terminated and either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the Lender reasonable satisfaction of the Administrative Agent, notwithstanding that from time to extend credit time during the term of this Guarantee the European Borrower may be free from any Guaranteed Obligations. (d) No payment made by the Company, any other guarantor or any other Person or received or collected by the Administrative Agent, any Lender, any Hedge Bank or any Cash Management Bank from the Company, any guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Company hereunder which shall, notwithstanding any such payment (other than any payment made by the Company in respect of the Guaranteed Obligations or any payment received or collected from the Company in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations until the Guaranteed Obligations (other than Guaranteed Obligations in respect of Hedge Agreements and Cash Management Obligations) shall have been satisfied by payment in full in immediately available funds, the Commitments have been terminated and either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the Borrower, the Guarantor, if a stockholder reasonable satisfaction of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldAdministrative Agent.

Guaranty. The GUARANTOR guarantees to the SECURED PARTIES: (a) To induce the Lender to extend credit payment of any and all sums now or hereafter due and owing to the Borrower pursuant 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 Loan AgreementSECURED PARTIES from time to time, the Guarantor hereby irrevocably and unconditionally guarantees arising out of or related to the LenderLOANS or the CREDIT DOCUMENTS, its successors 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 assigns fees; (ib) that all sums now or hereafter due and owing by the full BORROWER to the SECURED PARTIES in connection with or arising from the LOANS shall be paid when and prompt payment when as due, whether by reason of installment, maturity, acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all time being of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, essence; (iic) the full and prompt payment and performance of all indemnification obligations and duties to defend owed by the BORROWER to the SECURED PARTIES in accordance with the terms of the CREDIT DOCUMENTS; and (d) the timely, complete, continuous, and strict performance and observance by the BORROWER of each of the terms, covenants, agreements and conditions and covenants contained in the Loan Agreement CREDIT DOCUMENTS. The GUARANTOR agrees to hold harmless and (iii) indemnify the full and prompt performance of SECURED PARTIES from any and all other obligations of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencingcosts and expenses, 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitation, including reasonable attorneys' fees and court costs) paid or ’ fees, incurred by the Lender in endeavoring (x) SECURED PARTIES as a result of a failure by the BORROWER to collect any indebtedness evidenced by any of satisfy its duties and obligations under the Obligations CREDIT DOCUMENTS or the Loan Documents, or any portion thereof, (y) GUARANTOR’S failure 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 the Obligations and all of satisfy the duties and covenants obligations assumed by the GUARANTOR under this GUARANTY. As used in this GUARANTY, the term “OBLIGATIONS” shall refer to the obligations of payment, performance, and indemnification which the Borrower created GUARANTOR has undertaken and assumed pursuant to any this GUARANTY, as described in this Section and all in other Sections of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceablethis GUARANTY. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. (a) To In order to induce the Lender Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the Borrower pursuant other Guaranteed Creditors to enter into Hedge Obligations and Cash Management Obligations with one or more Loan Parties and in recognition of the Loan Agreementdirect benefits to be received by Holdings from the proceeds of the Loans, the Guarantor issuance of the Letters of Credit and the entering into of such Hedge Obligations and Cash Management Obligations, Holdings hereby agrees with the Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and unconditionally guarantees to the Lender, its successors and assigns (i) not merely as surety the full and prompt payment when due, whether by upon maturity, acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (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 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 Documents are not paid by the Borrower in accordance with their terms, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan DocumentsGuaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors become due and payable hereunder, includingHoldings, without limitationunconditionally and irrevocably, promises to pay such Indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, promptly upon written demand, together with any and all advances, debts, obligations, covenants actual reasonable out-of-pocket expenses which may be incurred by the Administrative Agent and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to the other Guaranteed Creditors in collecting any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement Guaranteed Obligations in each case to the Lender extent reimbursable pursuant to extend credit to Section 9.05. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), the Guarantorthen and in such event Holdings agrees that any such judgment, if a stockholder decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, hereby covenants and agrees not Holdings shall be and remain liable to transfer, assign, sell, convey the aforesaid payees hereunder for the amount so repaid or otherwise dispose of, grant recovered to the same extent as if such amount had never originally been received by any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldsuch payee.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the The Guarantor hereby irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) the full and prompt punctual payment when 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, by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Loans, L/C Obligations, 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 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 owing 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 Documents are not paid by the Borrower in accordance with their termsLenders, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay Administrative Agent and 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 DocumentsIssuing Banks, or any portion thereofof them, (y) to enforce any of under the Obligations of Credit Agreement, the Borrower guaranteed herebyNotes, or (z) to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all and the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan other Credit Documents, includingincluding all renewals, without limitationextensions, any modifications and all advances, debts, obligations, covenants and liabilities heretoforerefinancings thereof, now or hereafter madeowing, whether for principal, interest, fees, expenses or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders, the Issuing Banks or created the Administrative Agent in enforcing any rights under this Guaranty (collectively, the “Guaranteed Obligations”), including without limitation, all interest which, but for the filing of a petition in bankruptcy, would accrue on any principal portion of the Guaranteed Obligations. Any and pursuant 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 it would otherwise be entitled to receive with respect to the Guaranteed Obligations (but without duplication of amounts for Taxes already included in the Guaranteed Obligations). 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 Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to the Lender to extend credit to Guaranteed Obligations without proceeding against the Borrower, against any security for the GuarantorGuaranteed Obligations, if a stockholder or under any other guaranty covering any portion of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldGuaranteed Obligations.

Guaranty. (a) To In order to induce the Lender Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the Borrower pursuant other Guaranteed Creditors to enter into Hedging Agreements and in recognition of the Loan Agreementdirect benefits to be received by Holdings from the proceeds of the Loans and the entering into of such Hedging Agreements, Holdings hereby agrees with the Guarantor Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and unconditionally guarantees to the Lender, its successors and assigns (i) not merely as surety the full and prompt payment when due, whether by upon maturity, acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (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 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 Documents are not paid by the Borrower in accordance with their terms, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan DocumentsGuaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, includingHoldings, without limitationunconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all advances, debts, obligations, covenants expenses which may be incurred by the Administrative Agent and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to the other Guaranteed Creditors in collecting any of the Loan Documents whether voluntary Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or involuntaryrecovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, absolute decree or contingent, liquidated order of any court or unliquidated, determined administrative body having jurisdiction over such payee or undetermined, and whether recovery upon any of its property or (ii) any settlement or compromise of any such obligations, duties and covenants may be or hereafter become unenforceable. claim effected by such payee with any such claimant (b) As an additional inducement to the Lender to extend credit to including the Borrower), the Guarantorthen and in such event Holdings agrees that any such judgment, if a stockholder decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, hereby covenants and agrees not Holdings shall be and remain liable to transfer, assign, sell, convey the aforesaid payees hereunder for the amount so repaid or otherwise dispose of, grant recovered to the same extent as if such amount had never originally been received by any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldsuch payee.

Guaranty. (a) To induce the Lender to extend credit The Limited Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment at all times of all Obligations with respect to the Borrower pursuant to the Loan AgreementRevolving Credit Facility, the Guarantor hereby irrevocably and unconditionally guarantees to the Lender, its successors and assigns (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 full Credit Agreement (including any interest paid-in-kind or deferred, any commitment fees, the fees set forth in Section 2.09(c) of the Credit Agreement and prompt any other consent fees and the fees set forth under Section 2.09(d), 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 become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Limited Guarantor or the Borrower under any Debtor Relief Laws, and including interest that accrues after the commencement by or against the Borrower of any 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 payment under this Section 2(a) until the occurrence of a Guarantee Event; provided further that if the only Guarantee Event that has occurred is a Guarantee Event under clause (e) of the definition thereof, the Limited Guarantor shall only be required to make payments of the Guaranteed Obligations under the Loan Documents when due, whether at stated maturity, by acceleration 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, with such 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 as 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 Limited Guarantor hereby irrevocably waives any defenses it may accrue thereon either before now have or after maturity thereofhereafter acquire, of in law or in equity, in any way relating to any or all of the Obligations, including, without limitationforegoing or otherwise. Anything contained herein to the contrary notwithstanding, 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 Limited Guarantor hereunder at any other documents or instruments referred time shall be limited to in the Loan Agreement or now or hereafter evidencing, securing, or otherwise relating an aggregate amount equal to the Obligations largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or the Loan Documents. The Guarantor hereby agrees that if any conveyance under Section 548 of the ObligationsBankruptcy Code (Title 11, duties and covenants are not paid by the Borrower in accordance with their respective terms United States Code) or if any and all sums which are now comparable provisions of any similar federal or may hereafter become due from the Borrower to the Lender under or pursuant to any of the Obligations or the Loan Documents are not paid by the Borrower in accordance with their terms, the state law; (c) The Limited Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender any and all reasonable expenses (including, without limitation, reasonable attorneys' all fees and court costsdisbursements of counsel) which may be paid or incurred by the Lender any Guaranteed Party in endeavoring (x) to collect any indebtedness evidenced by any of the Obligations or the Loan Documentsenforcing, or any portion thereof, (y) to enforce any obtaining advice of the Obligations of the Borrower guaranteed hereby, or (z) to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitationcounsel in respect of, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right rights with respect to, pledgeor collecting, hypothecate any or otherwise encumber any all of the capital stock Guaranteed Obligations and/or enforcing any rights with respect to, or collecting against, the Limited Guarantor under this Limited Guaranty. (d) The Limited Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the Borrower now or hereafter owned by the Guarantor without the prior written consent liability of the LenderLimited Guarantor hereunder without impairing this Limited Guaranty or affecting the rights and remedies of any Guaranteed Party hereunder; (e) The Limited Guarantor agrees that whenever, which consent 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 not be unreasonably withheldnotify the Administrative Agent in writing that such payment is made under this Limited Guaranty for such purpose.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor hereby irrevocably and unconditionally guarantees and promises to pay to Executive, or order, at Executive’s address set forth in Section 4(a) hereof, on demand after the Lenderdefault by Obligor, its successors and assigns (i) the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all in lawful money of the Obligations, 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 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 Documents are not paid by the Borrower in accordance with their terms, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitationUnited States, any and all advancesObligations (as hereinafter defined) consisting of payments due to Executive. For purposes of this Guaranty the term “Obligations” shall mean and include all payments owed by Obligor to Executive of every kind and description, debts, obligations, covenants and liabilities heretofore, now direct or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntaryindirect, absolute or contingent, liquidated due or unliquidatedto become due, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be now existing or hereafter arising pursuant to the terms of Sections 2 and 3 of the Contract (as such Obligations may become unenforceabledue subject to the provisions of the Contract, including all notice requirements and cure provisions), including all interest, late fees, charges, expenses, attorneys’ fees and other professionals’ fees chargeable to Obligor or payable by Obligor there under and any costs of collection hereunder, including attorneys’ and other professionals’ fees. (b) As This Guaranty is absolute, unconditional, continuing and irrevocable and constitutes an additional inducement independent guaranty of payment and not of collect ability (provided that it is subject to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber Obligor defaulting on any of the capital stock Obligations), and is in no way conditioned on or contingent upon any attempt to enforce in whole or in part any of Obligor’s Obligations to Executive, the existence or continuance of Obligor as a legal entity, the consolidation or merger of Obligor with or into any other entity, the sale, lease or disposition by Obligor of all or substantially all of its assets to any other entity, or the bankruptcy or insolvency of Obligor, the admission by Obligor of its inability to pay its debts as they mature, or the making by Obligor of a general assignment for the benefit of, or entering into a composition or arrangement with, creditors. If Obligor or any permitted assignee or successor of Obligor shall fail to pay or perform any Obligations to Executive which are subject to this Guaranty as and when they are due, Guarantor shall forthwith pay to Executive all such liabilities or obligations in immediately available funds. Each failure by Obligor to pay or perform any such liabilities or obligations shall give rise to a separate cause of action, and separate suits may be brought hereunder as each cause of action arises. (c) Executive, may (subject to the provisions of the Borrower now Contract) at any time and from time to time, without the consent of or hereafter owned notice to Guarantor, except such notice as may be required by applicable statute which cannot be waived, without incurring responsibility to Guarantor, and without impairing or releasing the obligations of Guarantor hereunder, (i) change the manner, place and terms of payment or change or extend the time of payment of, renew, or alter any Obligation hereby guaranteed, or in any manner modify, amend or supplement the terms of the Contract or any documents, instruments or agreements executed in connection therewith, (ii) exercise or refrain from exercising any rights against Obligor or others (including Guarantor) or otherwise act or refrain from acting, (iii) settle or compromise any Obligations hereby guaranteed and/or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any obligations and liabilities which may be due to Executive or others, (iv) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property pledged or mortgaged by anyone to secure or in any manner securing the Obligations hereby guaranteed, (v) take and hold security or additional security for any or all of the obligations or liabilities covered by this Guaranty, and (vi) assign its rights and interests under this Guaranty, in whole or in part. (d) This is a continuing Guaranty for which Guarantor receives continuing consideration and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon and this Guaranty is therefore irrevocable without the prior written consent of Executive. (e) Guarantor may bring action to enforce Executive’s obligations under the Lender, which consent will not be unreasonably withheldContract if (i) any proceeding is brought against Guarantor to seek enforcement of this Guaranty or (ii) Guarantor makes any payment to Executive pursuant to this Guaranty.

Guaranty. (a) To induce Guarantor, upon the Lender to extend credit to the Borrower pursuant to the Loan Agreementoccurrence of a Springing Recourse Event, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to guaranties the Lender, its successors due and assigns (i) the full punctual payment and prompt payment performance when due, whether at stated maturity, by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the following (collectively referred to as the “Guarantied Obligations”): (a) all indebtedness and obligations owing by the Borrower to any Lender, includingthe Swingline Lender, the Issuing Lender or the Agent under or in connection with the Credit Agreement and any other Loan Document, including without limitation, the repayment of all principal of the Revolving Loans, together with Term Loans, Swingline Loans and the Reimbursement Obligations, and the payment of all interest, Fees, charges, attorneys’ fees and other amounts payable to any Lender or the Agent thereunder or in connection therewith; (b) any and all extensions, 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 amendments or substitutions of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencingforegoing; (c) all expenses, 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 Documents are not paid by the Borrower in accordance with their terms, 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 disbursements, that are incurred by the Lender Lenders and the Agent in endeavoring (x) to collect any indebtedness evidenced by the enforcement of any of the Obligations or the Loan Documents, foregoing or any portion thereofobligation of Guarantor hereunder; and (d) all other Obligations. For the purposes of this Guaranty, (y) to enforce the occurrence of any of the Obligations of the Borrower guaranteed hereby, or events described in (z1)-(3) to enforce this Guaranty. This Guaranty below shall be a continuing Guaranty “Springing Recourse Event”: (A) Guarantor fails to perform or comply with any of all the Obligations following terms (each, a “Guarantor Covenant Breach”): (i) the Guarantor shall not, directly or indirectly, enter into or conduct any business other than in connection with the ownership, acquisition and disposition of general or limited partnership interests in the Borrower and the management of the business of the Borrower, and such activities as are incidental thereto, all of the duties and covenants which shall be solely in furtherance of the Borrower created pursuant to any and all business of the Loan DocumentsBorrower; (ii) the Guarantor shall not own any assets other than (A) equity interests (or rights, options or warrants in respect thereof) of the Borrower, (B) up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Borrower; (C) money that has been distributed to Guarantor by Borrower or a Subsidiary of Borrower described in clause (ii)(B) above in accordance with Section 10.2. of the Credit Agreement that is held for ten (10) Business Days or less pending further distribution to equity holders of the Guarantor, (D) assets received by the Guarantor from third parties (including, without limitation, the proceeds from any and all advancesEquity Issuance), debtsthat are held for ten (10) Business Days or less pending further contribution to Borrower, obligations, covenants and liabilities heretofore, now (E) such bank accounts or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. similar instruments (b) As an additional inducement subject to the Lender other terms hereof) as it deems necessary to extend credit to carry out its responsibilities under the Borrower, the Guarantor, if a stockholder limited partnership agreement of the Borrower, hereby covenants and agrees not (F) other tangible and intangible assets that, taken as a whole, are de minimis in relation to transferthe net assets of Borrower and its Subsidiaries (but which in no event shall include any real estate, assigncash, sell, convey cash equivalents or other liquid assets in excess of $500,000 in the aggregate (except as permitted in clauses (ii)(C) and (D) above) or equity interests (other than equity interests permitted in clauses (ii)(A) and (B) above); (iii) the Guarantor shall promptly contribute or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of downstream to the Borrower now or hereafter owned any net assets received by the Guarantor from third parties (including, without limitation, the prior written consent proceeds from any Equity Issuance), subject to the terms of clause (ii)(D) above; (iv) the Guarantor shall not merge or consolidate (except as permitted in the Credit Agreement), or dissolve, liquidate or otherwise wind up its business, affairs or assets; (v) the Guarantor shall not guarantee, or otherwise be or become obligated in respect of, any Indebtedness (which for the purposes hereof shall include any obligations under any Derivatives Contract but shall exclude (A) guarantees of obligations under any Derivatives Contracts in favor of Associated Bank National Association and any lender under the Existing Term Loan Agreement or Existing Credit Agreement in place as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) any Indebtedness described in clause (f) of the Lenderdefinition of Indebtedness, which consent will (C) any liability pursuant to a Customary Nonrecourse Debt Guaranty until a claim is made with respect thereto (provided that for the purposes of this clause (v), the Guarantor shall not be unreasonably withhelddeemed to have violated this covenant with respect to Indebtedness under a Customary Nonrecourse Debt Guaranty until a judgment is obtained with respect to claims under Customary Nonrecourse Debt Guaranties individually or in the aggregate of $30,000,000 or greater), and (D) any liability pursuant to a springing guaranty on substantially the same terms as the Springing Guaranty; and provided further that the Guarantor’s liability with respect to (x) Indebtedness of Borrower in place as of March 31, 2014 and (y) Indebtedness of Inland Diversified assumed by Borrower and that is existing debt of Inland Diversified as of July 1, 2014 and is not incurred as a part of or in anticipation of the merger of Inland Diversified with and into KRG Magellan, solely by virtue of the Guarantor being the general partner of Borrower and not as a guarantor, shall be excluded from the foregoing provided such liability is not increased; and (B) with respect to a Guarantor Covenant Breach of any event described in (1)(A)(i)-(iii) above, the passage of forty-five (45) days after the first to occur of either (i) Borrower or Guarantor becoming aware of such Guarantor Covenant Breach, or (ii) Agent notifying Borrower in writing of any such Guarantor Covenant Breach, or (C) with respect to a Guarantor Covenant Breach of the event described in clause (1)(A)(v) above, the passage of ten (10) Business Days (or forty-five (45) days if the aggregate Indebtedness for the purposes of clause (1)(A)(v) above is less than $10,000,000), after the first to occur of either (i) Borrower or Guarantor becoming aware of such Guarantor Covenant Breach, or (ii) Agent notifying Borrower in writing of any such Guarantor Covenant Breach; or (2) Borrower or Guarantor shall commence a voluntary case under the Bankruptcy Code of 1978, as amended, or any other federal bankruptcy or any other domestic or foreign laws relating to bankruptcy, insolvency, reorganization, winding-up, composition or adjustment of debts, in each case with respect to Borrower or Guarantor, whether now or hereinafter in effect (collectively, a “Bankruptcy Proceeding”); or (3) Borrower or Guarantor or any officer or director thereof shall collude with, or otherwise assist any party in connection with any such filing in a Bankruptcy Proceeding or solicit or cause to be solicited petitioning creditors for any involuntary petition against Borrower or Guarantor in any such Bankruptcy Proceeding from any party. Guarantor acknowledges and agrees that the guaranty under this Guaranty of the Guarantied Obligations shall automatically become fully effective upon the occurrence of any Springing Recourse Event and no other documentation or notice shall be required to evidence the same.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the The Guarantor hereby irrevocably (i) irrevocably, absolutely and unconditionally guarantees to the Lender, its successors and assigns (i) the full and prompt payment by the Borrower, as and when due, due and payable (whether by acceleration scheduled maturity, required prepayment, acceleration, demand or otherwise, with such interest as may accrue thereon either before or after maturity thereof), of all Obligations from time to time owing in respect of the Obligations, 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 Financing Agreement and (iii) the full and prompt performance of any and all other obligations of the Borrower under or any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencingDocument, securingwhether for principal, 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Borrower (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations now or hereafter existing in respect of the Loan Documents (the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable attorneys' counsel fees and court costsexpenses) paid or incurred by the Lender Agents and the Lenders in endeavoring enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower to the Agents and the Lenders under any Loan Document but for the fact that they are unenforceable or not allowable due to the existence of 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) to collect the Guarantor shall not have any indebtedness evidenced by any liability under this Guaranty for the payment or performance of the Obligations or the Loan Documents, or any portion thereofGuaranteed Obligations, (y) the Guarantor shall not have any obligation to enforce 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 Obligations 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 Borrower guaranteed herebyCollateral under any other Loan Document, either at law or (z) to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documentsequity, including, without limitation, any and all advancesrights or remedies with respect to the Equity Interests of the Borrower owned by the Guarantor, debts(B) the Agent or any Lender from bringing any action, obligationssuit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, covenants and liabilities heretofore(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, now or hereafter made, incurred (D) the obligations of the Guarantor under any Loan Document which obligations are either directly in favor of any Agent or created under and pursuant 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 whether occurs, or (y) the Guarantor authorizes, approves, participates in or assists the Borrower or the Originator in commencing a voluntary or involuntary, absolute involuntary case under the Bankruptcy Code or contingent, liquidated or unliquidated, determined or undeterminedany other Insolvency Proceeding, and whether recovery upon (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 obligationsaccount 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 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 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 Collateral Value Insurer or Contingent Collateral Value Insurer knowing the same to be fraudulent and covenants may 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 hereafter become unenforceableContingent 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) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey this Section 2 shall limit or otherwise dispose ofrestrict in any manner the rights, grant powers and privileges of any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by Agent against the Guarantor without under any other Loan Document to which the prior written consent of the Lender, which consent will not be unreasonably withheldGuarantor 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) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor hereby irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) the full and prompt punctual payment when due, whether at stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (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 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 Documents are not paid by the Borrower in accordance with their terms, 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 herebyand each other Obligor, whether for principal, interest, fees, expenses or otherwise (z) to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of including all such amounts which would become due but for the Obligations and all operation of the duties and covenants automatic stay under Section 362(a) of the Borrower created pursuant to any United States Bankruptcy Code, 11 U.S.C. Section 362(a), and all the operation of Sections 502(b) and 506(b) of the Loan DocumentsUnited States Bankruptcy Code, including, without limitation, any 11 U.S.C. Section 502(b) and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable.Section 506(b)); and (b) As an additional inducement indemnifies and holds harmless each Lender Party and each holder of a Note for any and all costs and expenses (including reasonable attorney's fees and expenses) incurred by such Lender Party or such holder, as the case may be, in enforcing any rights under this Supplement or the Subsidiary Guaranty; provided, however, that the New Additional Subsidiary Guarantor shall be liable under this Supplement and the Subsidiary Guaranty for 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 specifically agrees that it shall not be necessary or required that any Lender to extend credit 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 Borrower, the Guarantor, if a stockholder obligations of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey New Additional Subsidiary Guarantor under this Supplement or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldSubsidiary Guaranty.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Each Subsidiary Guarantor hereby irrevocably unconditionally and unconditionally absolutely guarantees to the LenderBank, its successors and assigns (i) the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (ii) the full and prompt payment and performance when due, whether at stated maturity, acceleration or otherwise, of all terms, conditions and covenants contained in (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), and (iiiB) the full and prompt performance of any and all other obligations of the Borrower to the Bank under any other documents or instruments referred swap agreements (as defined in 11 U .S .C. § 101, as in effect from time to in the Loan Agreement or now or hereafter evidencingtime), 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender (ii) all reasonable costs and expenses (including, without limitation, reasonable attorneys' ’ fees and court costsexpenses ) incurred or paid or incurred by the Lender Bank in endeavoring (x) connection with any suit, action or proceeding to collect any indebtedness evidenced by enforce or protect any of its rights hereunder (collectively, “Guaranteed Obligations”). (b) Notwithstanding the Obligations 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 Loan Documents, or collection from any portion thereof, (y) to enforce any Subsidiary Guarantor of interest in excess of the Obligations maximum rate or amount that such Subsidiary Guarantor may be required or permitted to pay pursuant to applicable law; and (ii) the liability of the Borrower guaranteed hereby, or (z) to enforce each Subsidiary Guarantor under this Guaranty. This Guaranty as of any date shall be limited to a continuing maximum aggregate amount (the “Maximum Guaranteed Amount”) equal to the greatest amount that would not render such Subsidiary Guarantor’s obligations under this Guaranty subject to avoidance, discharge or reduction as of all the Obligations such date as a fraudulent transfer or conveyance under applicable federal and all state laws pertaining to bankruptcy, reorganization, arrangement, moratorium, readjustment of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documentsdebts, 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 advancesother liabilities of such Subsidiary Guarantor, debtscontingent or otherwise, obligationsthat are relevant under applicable Insolvency Laws (specifically excluding, covenants 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 liabilities heretoforeafter giving effect as assets to the value (as determined under applicable Insolvency Laws) of any rights to subrogation, now contribution, reimbursement, indemnity or hereafter made, incurred or created under and 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 Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon Borrower of obligations arising under guaranties by such obligations, duties and covenants may be or hereafter become unenforceableparties). (bc) As The Subsidiary Guarantors desire to allocate among themselves, in a fair an additional inducement 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 entitled to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder contribution from each of the Borrowerother Subsidiary Guarantors in the amount of such other Subsidiary Guarantor’s Fair Share Shortfall (as hereinafter defined) as of such date, hereby covenants and agrees not with the result that all such contributions will cause each Subsidiary Guarantor’s Aggregate Payments (as hereinafter defined) to transferequal its Fair Share as of such date. “Fair Share” means, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect toto a Subsidiary Guarantor as of any date of determination, pledge, hypothecate or otherwise encumber any an amount equal to (i) the ratio of (x) the Adjusted Maximum Guaranteed Amount (as hereinafter defined) with respect to such Subsidiary Guarantor to (y) the aggregate of the capital stock of Adjusted Maximum Guarantee d Amounts with respect to all Subsidiary Guarantors, multiplied by (ii) the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.aggregate amount paid

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the LenderBank, and its successors successors, endorsees, transferees and assigns (i) assigns, the full and prompt payment when duedue (whether at stated maturity, whether by acceleration required prepayment, declaration, acceleration, demand or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (ii) the full and prompt payment and performance of all termsindebtedness, conditions liabilities 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 evidencing, securing, or otherwise relating to the Obligations Bank, whether created under, arising out of or in connection with the Loan Documents. The Guarantor hereby agrees that if Credit Agreement, the Note or any of the Obligationsother Loan Documents, duties and covenants are not paid by including all unpaid principal of the Borrower in accordance with their respective terms or if any Advances, all interest accrued thereon, all fees due under the Credit Agreement and all sums which are now or may hereafter become due from other amounts payable by the Borrower to the Lender under Bank thereunder or pursuant in connection therewith; provided, however, that Guarantor’s maximum liability hereunder shall be limited to any of the Obligations or the Loan Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments$25,000,000. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (includingterms “indebtedness”, without limitation, reasonable attorneys' fees “liabilities” and court costs) paid or incurred by the Lender “obligations” are used herein 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 the Obligations their most comprehensive sense and all of the duties and covenants of the Borrower created pursuant to include any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants obligations and liabilities heretoforeliabilities, now existing or hereafter madearising, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntaryinvoluntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligationsindebtedness, duties liabilities and covenants obligations may be or hereafter become unenforceable. (b) As unenforceable or shall be an additional inducement to allowed or disallowed claim under the Lender to extend credit to the BorrowerUnited States Bankruptcy Code or other applicable law. The foregoing indebtedness, the Guarantor, if a stockholder liabilities and other obligations of the Borrower, hereby covenants and agrees not all other indebtedness, liabilities and obligations to transferbe paid or performed by Guarantor in connection with this Guaranty, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of shall hereinafter be collectively referred to as the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld“Guaranteed Obligations.”

Guaranty. Guarantor unconditionally guaranties to Lender the timely (awhether as scheduled or upon acceleration) To induce payment and performance by Borrower of all of the Lender to extend credit to following, whenever and however they may arise (the Borrower pursuant to the Loan Agreement, the Guarantor hereby irrevocably and unconditionally guarantees to the Lender, its successors and assigns "Guarantied Obligations"): (i) the full and prompt payment when duedebts, whether by acceleration or otherwiseliabilities, with such interest as may accrue thereon either before or after maturity thereofobligations, of all of the Obligationscovenants, includinginterest, without limitationcommissions, the Revolving Loans, together with all renewals, modifications, consolidationsfees, and extensions thereof, other charges or amounts due under the Loan Documents; (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 set forth in or instruments referred to in the Loan Agreement or now or hereafter 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 Documents are not paid by the Borrower in accordance with their terms, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all arising out of the Loan Documents; (iii) any obligations of Borrower owing to any third parties which are assigned to Lender; (iv) any liabilities, includingcosts or expenses, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter madeincluding attorneys' fees, incurred by Lender in connection with enforcing Lender's rights under the Loan Documents; (v) any of the foregoing arising out of, in connection with or created under following any renewals (including renewals of obligations which had been previously satisfied), extensions, modifications, alterations and pursuant to rearrangements of any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. Documents; (bvi) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock foregoing arising after Borrower has commenced or becomes subject to any case under the Bankruptcy Code, including any advances made to Borrower, any interest that accrues after the filing of the bankruptcy petition (even if the interest cannot be collected in the proceeding under the Bankruptcy Code), and attorneys' fees. If Borrower now fails to pay or hereafter owned by the Guarantor without the prior written consent perform any of the LenderGuarantied Obligations, which consent Guarantor will not be unreasonably withheldimmediately pay or perform such Guarantied Obligation. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE MAXIMUM LIABILITY OF GUARANTOR UNDER THIS GUARANTY IS LIMITED TO THE PRINCIPAL AMOUNT OF ONE MILLION FOUR HUNDRED THOUSAND DOLLARS ($1,400,000.00), PLUS ACCRUED AND UNPAID INTEREST, AND ANY COSTS, EXPENSES AND FEES OF ENFORCEMENT OF THIS GUARANTY OR THE LOAN DOCUMENTS; PROVIDED, HOWEVER, THAT IF ANY OF THE GUARANTIED OBLIGATIONS ARISE FROM LENDER MAKING AN ADVANCE AGAINST ACCOUNTS (AS DEFINED IN THE LOAN AGREEMENT) THAT ARE FRAUDULENT, SPURIOUS, NOT BONA FIDE OR FROM LENDER'S RELIANCE ON FALSE INFORMATION WHICH WAS PROVIDED BY BORROWER TO LENDER WHERE BORROWER EITHER KNEW THAT SUCH INFORMATION WAS FALSE OR BORROWER WAS GROSSLY NEGLIGENT IN PROVIDING SUCH INFORMATION TO LENDER, THEN THE LIABILITY OF GUARANTOR FOR SUCH GUARANTIED OBLIGATIONS SHALL BE UNLIMITED. IN CONNECTION WITH THE FOREGOING, GUARANTOR SHALL NOT BE LIABLE FOR ANY PUNITIVE DAMAGES UNLESS THE GUARANTOR INDIVIDUALLY OR WITH OTHERS CAUSED SUCH ACCOUNTS (AS DEFINED IN THE LOAN AGREEMENT) TO BE PLEDGED TO LENDER OR CAUSED SUCH FALSE INFORMATION TO BE PROVIDED TO LENDER. IN THE EVENT THAT SUBSEQUENT TO THE EFFECTIVE DATE OF THIS GUARANTY ADDITIONAL SHARES OF COMMON STOCK OF BORROWER ARE ISSUED TO THIRD PARTIES THEREBY LOWERING THE PERCENTAGE OF GUARANTOR'S OWNERSHIP INTEREST IN BORROWER, THEN, SO LONG AS NO EVENT OF DEFAULT THEN EXISTS UNDER THE LOAN DOCUMENTS, LENDER AGREES TO CONSIDER A REQUEST FROM GUARANTOR FOR A REDUCTION IN THE MAXIMUM ONE MILLION FOUR HUNDRED THOUSAND ($1,400,000) OF PRINCIPAL LIABILITY SET FORTH ABOVE TO AN AMOUNT COMMENSURATE WITH THE RESULTING PERCENTAGE OF GUARANTOR'S OWNERSHIP INTEREST IN BORROWER; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE MAXIMUM PRINCIPAL LIABILITY BE REDUCED BELOW ONE MILLION DOLLARS ($1,000,000).

Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to the Agent, on behalf of the Lenders, the prompt payment when due (whether by scheduled maturity, acceleration or otherwise) and performance of (a) To induce the Lender Obligations and all interest and other sums in respect thereof, and (b) all other liabilities, obligations and indebtedness, direct or indirect, matured or unmatured, primary or secondary, absolute or contingent, due or to extend credit become due, secured or unsecured of the Borrower to the Borrower pursuant Lenders, now or hereafter owing or incurred (including without limitation, reasonable costs and expenses incurred by the Lenders in attempting to collect or enforce any of the foregoing) relating to the Loan AgreementDocuments, the Guarantor hereby irrevocably and unconditionally guarantees accrued in each case to the Lenderdate of payment hereunder, its successors and assigns (i) including without limitation the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (ii) the full and prompt payment and performance of all termsagreements, covenants and conditions and covenants contained of the Borrower set forth in the Loan Agreement and (iii) the full and prompt performance of any and all other Loan Documents. The responsibilities and obligations of the Borrower under any other documents or instruments to the Lenders described above are hereinafter referred to collectively as the “Guaranteed Obligations.” This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance by the Borrower of the Guaranteed Obligations and not of collectability of the Guaranteed Obligations, and is in no way conditioned upon any requirement that the Loan Agreement or now or hereafter evidencing, securing, or otherwise relating Lenders first attempt to the Obligations or the Loan Documents. The Guarantor hereby agrees that if collect any of the ObligationsGuaranteed Obligations from the Borrower or resort to any security or other means of obtaining payment of any of the Guaranteed Obligations which the Lenders now have or may acquire after the date hereof, duties and covenants are not paid or upon any other contingency whatsoever. Upon any default by the Borrower in accordance with their respective terms the full and punctual payment and performance of the Guaranteed Obligations (after the passage of any applicable grace period), the liabilities and obligations of the Guarantor hereunder shall, at the option of the Lenders, become forthwith due and payable to the Lenders without demand or if notice of any and nature, all sums of 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 Documents are not paid expressly waived by the Borrower in accordance with their terms, the Guarantor will immediately make such paymentsGuarantor. 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned Payments by the Guarantor without hereunder may be required by the prior written consent Lenders on any number of the Lender, which consent will not be unreasonably withheldoccasions.

Guaranty. FOR VALUE RECEIVED and in consideration for and as an inducement to NORMANDY ▇▇▇▇▇▇▇▇▇ ROAD, LLC, a Delaware limited liability company (a“Landlord”) To induce to lease certain real property to OXFORD IMMUNOTEC, LIMITED, a Delaware corporation, as tenant (“Tenant”), pursuant to a lease dated as of March 1, 2013 (the Lender “Lease”) by and between Landlord and Tenant, the undersigned, OXFORD IMMUNOTEC, LIMITED, a United Kingdom company (“Guarantor”), does hereby unconditionally and irrevocably guarantee to extend credit Landlord the punctual payment of all Rent (as such term is defined in the Lease) payable by Tenant under the Lease throughout the term of the Lease and any and all renewals and extensions thereof in accordance with and subject to the Borrower pursuant provisions of the Lease, and the full performance and observance of all other terms, covenants, conditions and agreements therein provided to be performed and observed by Tenant under the Loan Agreementterms of the Lease, for which the undersigned shall be jointly and severally liable with Tenant. If any Default on the part of Tenant shall occur under the Lease, the Guarantor undersigned does hereby irrevocably covenant and unconditionally guarantees agree to pay to Landlord in each and every instance such sum or sums of money and to perform each and every covenant, condition and agreement under the Lender, its successors Lease as Tenant is and assigns (i) shall become liable for or obligated to pay or perform under the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving LoansLease, together with all renewalsthe costs reasonably incurred by Landlord in connection therewith, 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 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 Documents are not paid by the Borrower in accordance with their terms, 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 ’ fees. Such payments of Rent and court costs) paid other sums shall be made monthly or incurred at such other intervals as the same shall or may become payable under the Lease, including any accelerations thereof, all without requiring any notice from Landlord (other than any notice required by the Lender in endeavoring (xLease) of such non-payment or non performance, all of which the undersigned hereby expressly waives. The maintenance of any action or proceeding by Landlord to collect recover any indebtedness evidenced by sum or sums that may be or become due under the Lease and to secure the performance of any of the Obligations other terms, covenants and conditions of the Lease shall not preclude Landlord from thereafter instituting and maintaining subsequent actions or proceedings for any subsequent Default or Defaults of Tenant under the Loan DocumentsLease. The undersigned does hereby consent that without affecting the liability of the undersigned under this Guaranty and without notice to the undersigned, time may be given by Landlord to Tenant for payment of Rent and such other sums and performance of said other terms, covenants and conditions, or any portion of them, and such time extended and indulgence granted, from time to time, or Tenant may be dispossessed or Landlord may avail itself of or exercise any or all of the rights and remedies against Tenant provided by law or by the Lease, and may proceed either against Tenant alone or jointly against Tenant and the undersigned or against the undersigned alone without first prosecuting or exhausting any remedy or claim against Tenant. The undersigned does hereby further consent to any subsequent change, modification or amendment of the Lease as agreed by the parties in any of its terms, covenants or conditions, or in the Rent payable thereunder, or in the premises demised thereby, or in the term thereof, (y) and to enforce any assignment or assignments of the Lease, and to any subletting or sublettings of the premises demised by the Lease, and to any renewals or extensions thereof, all of which may be made without notice to or consent of the undersigned and without in any manner releasing or relieving the undersigned from liability under this Guaranty. The undersigned does hereby agree that the bankruptcy of Tenant shall have no effect on the obligations of the undersigned hereunder. The undersigned does hereby further agree that in respect of any payments made by the undersigned hereunder, the undersigned shall not have any rights based on suretyship, subrogation or otherwise to stand in the place of Landlord so as to compete with Landlord as a creditor of Tenant, unless and until all claims of Landlord under the Lease shall have been fully paid and satisfied. Neither this Guaranty nor any of the Obligations provisions hereof can be modified, waived or terminated, except by a written instrument signed by Landlord. The provisions of this Guaranty shall apply to, bind and inure to the benefit of the Borrower guaranteed herebyundersigned and Landlord and their respective heirs, legal representatives, successors and assigns. The undersigned, if there be more than one, shall be jointly and severally liable hereunder, and for purposes of such several liability the word “undersigned” wherever used herein shall be construed to refer to each of the undersigned parties separately, all in the same manner and with the same effect as if each of them had signed separate instruments, and this Guaranty shall not be revoked or (z) impaired as to any of such parties by the death of another party or by revocation or release of any obligations hereunder of any other party. If Landlord should retain counsel and/or institute any suit against Guarantor to enforce this Guaranty. This Guaranty or any covenants or obligations hereunder, then Guarantor shall be a continuing Guaranty of pay to Landlord, upon demand, all the Obligations reasonable attorneys’ fees, costs and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documentsexpenses, including, without limitation, any court costs, filing fees, recording costs, and all advancesother costs and expenses incurred in connection therewith (all of which are referred to herein as “Enforcement Costs”), debts, obligations, covenants in addition to all other amounts due hereunder. This Guaranty shall be governed by and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any construed in accordance with the internal laws of the Loan Documents whether voluntary or involuntarystate where the premises demised by the Lease are located. For the purpose solely of litigating any dispute under this Guaranty, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement the undersigned submits to the Lender jurisdiction of the courts of said state. Any notice or other communication to extend credit be given to Landlord or the undersigned hereunder shall be in writing and sent in accordance with the notice provisions of the Lease. Notices to Landlord shall be delivered to Landlord’s address as set forth in the Lease. Notices to the Borrowerundersigned shall be addressed as follows: Oxford Immunotec, the Limited, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Abingdon, Oxfordshire, OX14 4RZ, U.K. If Guarantor’s notice address as set forth above changes, if a stockholder Guarantor agrees to provide written notice to Landlord of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldsuch change in address.

Guaranty. (a) To induce Guarantor, upon the Lender to extend credit to the Borrower pursuant to the Loan Agreementoccurrence of a Springing Recourse Event, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to guaranties the Lender, its successors due and assigns (i) the full punctual payment and prompt payment performance when due, whether at stated maturity, by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the following (collectively referred to as the “Guarantied Obligations”): (a) all indebtedness and obligations owing by the Borrower to any Lender, includingthe Swingline Lender, the Issuing Lender or the Agent under or in connection with the Credit Agreement and any other Loan Document, including without limitation, the repayment of all principal of the Revolving Loans, together with Term Loans A, Term Loans B, Swingline Loans and the Reimbursement Obligations, and the payment of all interest, Fees, charges, attorneys’ fees and other amounts payable to any Lender or the Agent thereunder or in connection therewith; (b) any and all extensions, 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 amendments or substitutions of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencingforegoing; (c) all expenses, 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 Documents are not paid by the Borrower in accordance with their terms, 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 disbursements, that are incurred by the Lender Lenders and the Agent in endeavoring (x) to collect any indebtedness evidenced by the enforcement of any of the Obligations or the Loan Documents, foregoing or any portion thereofobligation of Guarantor hereunder; and (d) all other Obligations. For the purposes of this Guaranty, (y) to enforce the occurrence of any of the Obligations of the Borrower guaranteed hereby, or events described in (z1)-(3) to enforce this Guaranty. This Guaranty below shall be a continuing Guaranty “Springing Recourse Event”: (A) Guarantor fails to perform or comply with any of all the Obligations following terms (each, a “Guarantor Covenant Breach”): (i) the Guarantor shall not, directly or indirectly, enter into or conduct any business other than in connection with the ownership, acquisition and disposition of general or limited partnership interests in the Borrower and the management of the business of the Borrower, and such activities as are incidental thereto, all of the duties and covenants which shall be solely in furtherance of the Borrower created pursuant to any and all business of the Loan DocumentsBorrower; (ii) the Guarantor shall not own any assets other than (A) equity interests (or rights, options or warrants in respect thereof) of the Borrower, (B) up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Borrower; (C) money that has been distributed to Guarantor by Borrower or a Subsidiary of Borrower described in clause (ii)(B) above in accordance with Section 10.2. of the Credit Agreement that is held for ten (10) Business Days or less pending further distribution to equity holders of the Guarantor, (D) assets received by the Guarantor from third parties (including, without limitation, the proceeds from any and all advancesEquity Issuance), debtsthat are held for ten (10) Business Days or less pending further contribution to Borrower, obligations, covenants and liabilities heretofore, now (E) such bank accounts or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. similar instruments (b) As an additional inducement subject to the Lender other terms hereof) as it deems necessary to extend credit to carry out its responsibilities under the Borrower, the Guarantor, if a stockholder limited partnership agreement of the Borrower, hereby covenants and agrees not (F) other tangible and intangible assets that, taken as a whole, are de minimis in relation to transferthe net assets of Borrower and its Subsidiaries (but which in no event shall include any real estate, assigncash, sell, convey cash equivalents or other liquid assets in excess of $500,000 in the aggregate (except as permitted in clauses (ii)(C) and (D) above) or equity interests (other than equity interests permitted in clauses (ii)(A) and (B) above); (iii) the Guarantor shall promptly contribute or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of downstream to the Borrower now or hereafter owned any net assets received by the Guarantor from third parties (including, without limitation, the prior written consent proceeds from any Equity Issuance), subject to the terms of clause (ii)(D) above; (iv) the Guarantor shall not merge or consolidate (except as permitted in the Credit Agreement), or dissolve, liquidate or otherwise wind up its business, affairs or assets; (v) the Guarantor shall not guarantee, or otherwise be or become obligated in respect of, any Indebtedness (which for the purposes hereof shall include any obligations under any Derivatives Contract but shall exclude (A) guarantees of obligations under any Derivatives Contracts in favor of Associated Bank National Association and any lender under the Prior Term Loan Agreement or Prior Existing Credit Agreement in place as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇) any Indebtedness described in clause (f) of the Lenderdefinition of Indebtedness, which consent will (C) any liability pursuant to a Customary Nonrecourse Debt Guaranty until a claim is made with respect thereto (provided that for the purposes of this clause (v), the Guarantor shall not be unreasonably withhelddeemed to have violated this covenant with respect to Indebtedness under a Customary Nonrecourse Debt Guaranty until a judgment is obtained with respect to claims under Customary Nonrecourse Debt Guaranties individually or in the aggregate of $30,000,000 or greater), and (D) any liability pursuant to a springing guaranty on substantially the same terms as the Springing Guaranty; and provided further that the Guarantor’s liability with respect to (x) Indebtedness of Borrower in place as of March 31, 2014 and (y) Indebtedness of Inland Diversified assumed by Borrower and that is existing debt of Inland Diversified as of July 1, 2014 and was not incurred as a part of or in anticipation of the merger of Inland Diversified with and into KRG Magellan, solely by virtue of the Guarantor being the general partner of Borrower and not as a guarantor, shall be excluded from the foregoing provided such liability is not increased; and (B) with respect to a Guarantor Covenant Breach of any event described in (1)(A)(i)-(iii) above, the passage of forty-five (45) days after the first to occur of either (i) Borrower or Guarantor becoming aware of such Guarantor Covenant Breach, or (ii) Agent notifying Borrower in writing of any such Guarantor Covenant Breach, or (C) with respect to a Guarantor Covenant Breach of the event described in clause (1)(A)(v) above, the passage of ten (10) Business Days (or forty-five (45) days if the aggregate Indebtedness for the purposes of clause (1)(A)(v) above is less than $10,000,000), after the first to occur of either (i) Borrower or Guarantor becoming aware of such Guarantor Covenant Breach, or (ii) Agent notifying Borrower in writing of any such Guarantor Covenant Breach; or (2) Borrower or Guarantor shall commence a voluntary case under the Bankruptcy Code of 1978, as amended, or any other federal bankruptcy or any other domestic or foreign laws relating to bankruptcy, insolvency, reorganization, winding-up, composition or adjustment of debts, in each case with respect to Borrower or Guarantor, whether now or hereinafter in effect (collectively, a “Bankruptcy Proceeding”); or (3) Borrower or Guarantor or any officer or director thereof shall collude with, or otherwise assist any party in connection with any such filing in a Bankruptcy Proceeding or solicit or cause to be solicited petitioning creditors for any involuntary petition against Borrower or Guarantor in any such Bankruptcy Proceeding from any party. Guarantor acknowledges and agrees that the guaranty under this Guaranty of the Guarantied Obligations shall automatically become fully effective upon the occurrence of any Springing Recourse Event and no other documentation or notice shall be required to evidence the same.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the The Facility Guarantor hereby irrevocably absolutely and unconditionally guarantees to the Lenderguarantees, its successors as a guaranty of payment and assigns (i) the full performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by acceleration required prepayment, upon acceleration, demand or otherwise, with such interest as may accrue thereon either before or after maturity thereofand at all times thereafter, of any and all of the Obligations, includingwhether for principal, without limitationinterest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Revolving LoansBorrowers to the Lender Parties, together with arising hereunder or under any other Loan Document (including all renewals, modificationsextensions, consolidationsamendments, refinancings 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 other modifications thereof and all other obligations of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencingcosts, 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 Documents are not paid by the Borrower in accordance with their terms, 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 expenses incurred by the Lender Parties in endeavoring connection with the collection or enforcement thereof). The Company (xin such role, the “Designated Borrowers’ Guarantor”; “Guarantors” collectively means the Facility Guarantor and the Designated Borrowers’ Guarantor and each is a “Guarantor”) to collect any indebtedness evidenced hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by any required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan DocumentsObligations, includingwhether for principal, without limitationinterest, any and all advancespremiums, debtsfees, obligationsindemnities, covenants and liabilities heretoforedamages, now costs, expenses or hereafter madeotherwise, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement Designated Borrowers to the Lender to extend credit Parties, arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof, the “Designated Borrowers’ Obligations”, which are part of and not in addition to the Borrower“Obligations” and each reference to “Obligations” in this Article X shall refer to all Obligations in respect of the Facility Guarantor and the Designated Borrowers’ obligations in respect of the Designated Borrowers’ 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 applicable Guarantor, if a stockholder and conclusive for the purpose of establishing the amount of the BorrowerObligations absent manifest error. This Guaranty shall not be affected by the genuineness, hereby covenants and agrees not to transfervalidity, assign, sell, convey regularity or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any enforceability of the capital stock Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of either Guarantor under this Guaranty (other than full payment and performance), 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 Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldforegoing.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the 10.01 Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Lenderprompt, its successors and assigns (i) the full and prompt complete payment when due, whether by at stated maturity, upon acceleration or otherwise, and at all times thereafter, of (a) the principal of and interest on the Loans made by the Bank to, and the Note held by the Bank of, the Borrower and (b) all other amounts from time to time owing to the Bank by the Borrower under this Agreement, the Note and the other Loan Documents, including without limitation all Obligations of the Borrower (solely for purposes of this ARTICLE X, collectively referred to as the "Guaranteed Debt"). This is a guaranty of payment, not a guaranty of collection. 10.02 The Guarantor waives notice of the acceptance of this ARTICLE X (referred to as the "Guaranty") and of the extension or incurrence of the Guaranteed Debt or any part thereof. The Guarantor further waives all setoffs and counterclaims and presentment, protest, notice, filing of claims with such interest as may accrue thereon either before a court in the event of receivership, bankruptcy or after maturity reorganization of the Borrower, demand or action on delinquency in respect of the Guaranteed Debt or any part thereof, including any right to require the Bank to sue ▇▇▇ Borrower, or any other person obligated with respect to the Guaranteed Debt or any part thereof, or otherwise to enforce payment thereof against any collateral securing the Guaranteed Debt or any part thereof. 10.03 The Guarantor hereby agrees that, to the fullest extent permitted by law, its obligations hereunder shall be continuing, absolute and unconditional under any and all circumstances and not subject to any reduction, limitation, impairment, termination, defense (other than indefeasible payment in full), setoff, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by it to the fullest extent permitted by law), whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise. The validity and enforceability of this Guaranty shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitution for, the Guaranteed Debt or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to perfect or maintain any lien on, or preserve rights to, any security or collateral or to enforce any right, power or remedy with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Debt or any part thereof; (c) any waiver of any right, power or remedy or of any default with respect to the Guaranteed Debt or any part thereof or any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Debt or any part thereof, any other guaranties with respect to the Guaranteed Debt or any part thereof, or any other obligations of any person or entity with respect to the Guaranteed Debt or any part thereof; (e) the enforceability or validity of the Guaranteed Debt or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Guaranteed Debt or any part thereof; (f) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Debt, any part thereof or amounts which are not covered by this Guaranty even though the Bank might lawfully have elected to apply such payments to any part or all of the ObligationsGuaranteed Debt or to amounts which are not covered by this Guaranty; (g) any change of ownership of the Borrower or the insolvency, bankruptcy or any other change in the legal status of the Borrower; (h) any change in, or the imposition of, any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Debt; (i) the failure of the Borrower to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Debt or this Guaranty, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Debt or this Guaranty; (j) the existence of any claim, setoff or other rights which the Guarantor may have at any time against the Borrower in connection herewith or with any unrelated transaction; (k) the Bank's election, in any case or proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of section 1111(b)(2) of the Bankruptcy Code; (l) any borrowing, use of cash collateral, or grant of a security interest by the Borrower, as debtor in possession, under section 363 or 364 of the Bankruptcy Code; (m) the disallowance of all or any portion of the Bank's claims for repayment of the Guaranteed Debt under section 502 or 506 of the Bankruptcy Code; or (n) any other fact or circumstance which might otherwise constitute grounds at law or equity for the discharge or release of the Guarantor from its obligations hereunder, all whether or not the Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing CLAUSES (A) THROUGH (N) of this paragraph. It is agreed that the Guarantor's liability hereunder is independent of any other guaranties or other obligations at any time in effect with respect to the Guaranteed Debt or any part thereof and that the Guarantor's liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guaranties or other obligations or any provision of any applicable law or regulation purporting to prohibit payment by the Borrower of the Guaranteed Debt in the manner agreed upon between the Bank and the Borrower. 10.04 Credit may be granted or continued from time to time by the Bank to the Borrower without notice to or authorization from the Guarantor regardless of the Borrower's financial or other condition at the time of any such grant or continuation. The Bank shall not have any obligation to disclose or discuss with the Guarantor its assessment of the financial condition of the Borrower. 10.05 Until the irrevocable payment in full of the Obligations and termination of the Commitment which could give rise to any Obligation, the Guarantor shall have no right of subrogation with respect to the Guaranteed Debt and hereby waives any right to enforce any remedy which the Bank now has or may hereafter have against the Borrower, any endorser or any other guarantor of all or any part of the Guaranteed Debt, and the Guarantor hereby waives any benefit of, and any right to participate in, any security or collateral given to the Bank to secure payment of the Guaranteed Debt or any part thereof or any other liability of the Borrower to the Bank. 10.06 The Guarantor authorizes the Bank to take any action or exercise any remedy with respect to any collateral from time to time securing the Guaranteed Debt, which the Bank in its sole discretion (but subject, as applicable, to the terms of this Agreement and of any documentation pursuant to which a Lien in such collateral is granted) shall determine, without notice to the Guarantor. 10.07 In the event the Bank in its sole discretion elects to give notice of any action with respect to any collateral securing the Guaranteed Debt or any part thereof, ten (10) days' written notice mailed to the Guarantor by ordinary mail at the address shown hereon shall be deemed reasonable notice of any matters contained in such notice. The Guarantor consents and agrees that the Bank shall not be under any obligation to mars▇▇▇▇ ▇▇▇ assets in favor of the Guarantor or against or in payment of any or all of the Guaranteed Debt. 10.08 In the event that acceleration of the time for payment of any of the Guaranteed Debt is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, or otherwise, all such amounts shall nonetheless be payable by the Guarantor forthwith upon demand by the Bank. The Guarantor further agrees that, to the extent that the Borrower makes a payment or payments to the Bank on the Guaranteed Debt, or the Bank receives any proceeds of collateral securing the Guaranteed Debt, which payment or receipt of proceeds or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be returned or repaid to the Borrower, its estate, trustee, receiver, debtor in possession or any other party, including, without limitation, the Revolving LoansGuarantor, together with all renewalsunder any insolvency or bankruptcy law, modificationsstate or federal law, consolidationscommon law or equitable cause, then to the extent of such payment, return or repayment, the obligation or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date when such initial payment, reduction or satisfaction occurred. 10.09 No delay on the part of the Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, and extensions no single or partial exercise by the Bank of any right, power or remedy shall preclude any further exercise thereof; nor shall any amendment, supplement, modification or waiver of any of the terms or provisions of this Guaranty be binding upon the Bank, except as expressly set forth in a writing duly signed and delivered by the Bank. The failure by the Bank at any time or times hereafter to require strict performance by the Borrower or the Guarantor of any of the provisions, warranties, terms and conditions contained in any promissory note, security agreement, agreement, guaranty, instrument or document now or at any time or times hereafter executed pursuant to the terms of, or in connection with, this Agreement by the Borrower or the Guarantor and delivered to the Bank shall not waive, affect or diminish any right of the Bank at any time or times hereafter to demand strict performance thereof, (ii) and such right shall not be deemed to have been waived by any act or knowledge of the full and prompt payment and performance of all termsBank, conditions and covenants its agents, officers or employees, unless such waiver is contained in an instrument in writing duly signed and delivered by the Loan Agreement and (iii) Bank. No waiver by the full and prompt performance Bank of any default shall operate as a waiver of any other default or the same default on a future occasion, and all other no action by the Bank permitted hereunder shall in any way affect or impair the Bank's rights or powers, or the obligations of the Borrower Guarantor under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencing, securing, or otherwise relating to the Obligations or the Loan Documentsthis Guaranty. The Guarantor hereby agrees that if any Any determination by a court of competent jurisdiction of the Obligations, duties and covenants are not paid amount of any Guaranteed Debt owing 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 Bank shall be conclusive and binding on the Guarantor irrespective of whether the Guarantor was a party to the suit or pursuant action in which such determination was made. 10.10 Subject to any the provisions of the Obligations or the Loan Documents are not paid by the Borrower Section 10.08, this Guaranty shall continue in accordance with their termseffect until this Agreement has terminated, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay Guaranteed Debt has been paid in full and 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 other conditions 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceablehave been satisfied. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor hereby unconditionally and irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) the full and prompt punctual payment when due, whether at stated maturity, by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Guaranteed Obligations (defined below). For purposes of this Guaranty, the term "Guaranteed Obligations, " shall mean collectively (a) all obligations under this Guaranty and (b) all Obligations (as such term is defined by the Credit Agreement) including, without limitation, the Revolving Loansoutstanding principal amount of indebtedness, together with all renewals, modifications, consolidationsreimbursement obligations for draws on letters of credit, and extensions thereofcash collateralization obligations for letters of credit under the Credit Documents, all accrued but unpaid interest thereon under the Credit Documents, all premiums, if any, in connection therewith under the Credit Documents, all fees in connection therewith under the Credit Documents, and all other reimbursement, indemnification, and other payment obligations in connection therewith under the Credit Documents; provided that Guaranteed Obligations shall not include any increases which occur after the date hereof in the principal amount of the obligations under the Credit Documents (other than (i) increases in the principal amount of such obligations that are provided for as of the date of the execution of this Agreement but not yet funded and (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 increases contemplated by Section 2.19 of the Borrower under any other documents Credit Agreement) and/or the commitments to advance funds or instruments referred letters of credit thereunder. Without limiting the generality of the foregoing, Guarantor's liability shall extend to all amounts which constitute part of the Guaranteed Obligations even if such Guaranteed Obligations are declared unenforceable or not allowable in the Loan Agreement or now or hereafter evidencinga bankruptcy, securingreorganization, or otherwise relating to the Obligations or the Loan Documents. The Guarantor hereby agrees that if similar proceeding involving 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 Documents are not paid by the Borrower in accordance with their terms, 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 DocumentsBorrowers, or any guarantor of any portion thereof, (y) to enforce any of the foregoing Guaranteed Obligations of (collectively such guarantors together with the Borrower guaranteed hereby, or (z) Guarantor and the Borrowers are referred to enforce this Guarantyherein as the "Obligors"). This Guaranty is a guarantee of payment, not of collection, and Guarantor is primarily liable for the payment of the Guaranteed Obligations. In the event that Collateral Agent wishes to enforce the guarantee contained in this Section 1 hereof against Guarantor, it shall make written demand for payment from Guarantor, provided that no such demand shall be a continuing Guaranty of all the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documentsrequired if Guarantor is in bankruptcy, includingliquidation, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undeterminedother insolvency proceedings, and whether recovery upon provided that failure by Collateral Agent to make such obligations, duties and covenants may be or hereafter become unenforceabledemand shall not affect Guarantor's obligations under this Guaranty. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. (a) To induce As an inducement to the Lenders to make the applicable Loans and the Issuing Lender to extend credit issue the Letters of Credit (where applicable) available to the Borrower pursuant to the Loan AgreementBorrowers, the Guarantor hereby irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) each of the U.S. Guarantors and each of the Domestic Borrowers (solely with respect to the Obligations of the other Domestic Borrowers, the Canadian Borrower, the Australian Borrower and the European Borrower) hereby unconditionally and irrevocably guarantee (A) the full and prompt punctual payment when due, whether at stated maturity, by acceleration or otherwise, with of all Obligations of the Borrowers now or hereafter existing whether for principal, interest, fees, expenses or otherwise, and (B) the strict performance and observance by the Borrowers of all agreements, warranties and covenants applicable to the Borrowers in the Loan Documents (such interest Obligations collectively being hereafter referred to as may accrue thereon either before the Domestic Borrowers’ and the U.S. Guarantors’ “U.S. Guaranteed Obligations”); and (ii) to the fullest extent permitted by applicable law, the Foreign Guarantors hereby unconditionally and irrevocably guarantee (x) the full punctual payment when due, whether at stated maturity, by acceleration or after maturity thereofotherwise, of the Foreign Obligations, and (y) the strict performance and observance by the Canadian Borrower, European Borrower and Australian Borrower, respectively of all agreements, warranties and covenants applicable to the Canadian Borrower, European Borrower and Australian Borrower, respectively in the Loan Documents (such obligations collectively being referred to as the Foreign Guarantors’ “Foreign Guaranteed Obligations”). (b) Notwithstanding anything set forth in this Credit Agreement or any other Loan Document to the contrary, (i) no Foreign Loan Party shall at any time be liable, directly or indirectly, for any portion of the U.S. Guaranteed Obligations, including, without limitation, the Revolving Loans, together principal of the Domestic Loans or any interest thereon or fees payable with all renewals, modifications, consolidations, respect thereto (and extensions thereofthe U.S. Loan Parties are solely liable for such Obligations), (ii) the full Canadian Borrower’s and prompt payment and performance of all terms, conditions and covenants contained in the Loan Agreement Canadian Guarantors’ liability under this Guaranty shall be limited to $75,000,000 and (iii) the full and prompt performance of any and all other obligations of the Borrower GWA (North)’s liability under any other documents or instruments referred to in the Loan Agreement or now or hereafter 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 Documents are not paid by the Borrower in accordance with their terms, 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 limited to the greater of all the Obligations (A) $220,000,000 and all (B) any such higher amount as may be permitted by Section 33.9 of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement Novated Concession Deed annexed to the Lender to extend credit to Sale Consent Deed for the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldAustralian Acquisition.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Sponsor Guarantor hereby irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) unconditionally, absolutely and irrevocably guarantees the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (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 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 Documents are not paid by the Borrower in accordance with their termsBorrowers, within 15 Business Days following receipt of written notice from the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses Collateral Agent that a Guaranty Liability Event has occurred, whether for principal, interest, fees, expense reimbursements (including, without limitation, reasonable attorneys' all interest, fees and court costsexpense reimbursements that accrue after the commencement of any Insolvency Proceeding of any Borrower, whether or not a claim for post filing interest, fees or expense reimbursements are allowed in such proceeding), commissions, indemnifications or any other Obligation (such obligations to the extent not paid by the Borrowers, being the “Guaranteed Obligations”), and (ii) paid or agrees to pay any and all expenses (including reasonable and documented out-of-pocket counsel fees and expenses) incurred by the Lender Agents and the Lenders in endeavoring enforcing any rights under this Guaranty (x) to collect any indebtedness evidenced by any “Enforcement Costs”). Without limiting the generality of the Obligations foregoing, Sponsor Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations, and would be owed by the Borrowers to the Agents and the Lenders under the Financing Agreement or any other Loan Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Loan Party. In no event shall the obligations of Sponsor Guarantor exceed the maximum amount Sponsor Guarantor could guarantee, under any bankruptcy, insolvency or similar law or the Loan Documentsexpress limitations contained in Section 2(c). Notwithstanding anything contained herein to the contrary, Sponsor Guarantor’s liability hereunder shall not exceed the sum of the Specified Amount (as defined below) and Enforcement Costs, if any. (i) During the existence of a Guaranty Liability Event (other than a Guaranty Liability Event described in clause (e) of the definition thereof), the Collateral Agent may declare all or any portion of the Guaranteed Obligations due and payable hereunder, and (ii) during the existence of a Guaranty Liability Event described in clause (e) of the definition thereof, the Collateral Agent may declare all or any portion of the Guaranteed Obligations due and payable hereunder in an aggregate amount not to exceed $5,000,000, and, in each case, Sponsor Guarantor shall be obligated to pay such amount in respect of the Guaranteed Obligations to the Collateral Agent, subject to Section 2(c) below, and the Collateral Agent shall be entitled to enforce all Guaranteed Obligations of Sponsor Guarantor hereunder after such due date. (c) Notwithstanding anything to the contrary contained in this Guaranty, (i) the liability of Sponsor Guarantor under this Guaranty in respect of the Guaranteed Obligations and the recourse of the Agents and the Lenders hereunder shall be limited solely to the payment of $10,000,000 in the aggregate (the “Specified Amount”), plus Enforcement Costs, if any, (ii) Sponsor Guarantor shall satisfy its obligations hereunder by funding such amounts to the Collateral Agent in accordance with this Guaranty, and (iii) upon funding its obligations under this Guaranty to the Collateral Agent in an aggregate amount equal to the Specified Amount, Sponsor Guarantor shall have no further liability under this Guaranty, except as otherwise provided in Section 3(c) below; provided that in no event will the payment obligations of each of H&W, ▇. ▇▇▇▇▇▇▇▇▇ and LAG Fit in respect of the Specified Amount and Enforcement Costs exceed its applicable share thereof set forth opposite its name on Schedule 1 hereto. (d) All payments made by the Sponsor Guarantor pursuant to this Section 2 shall be applied as follows: (i) in respect of a payment made pursuant to a Guaranty Liability Event (other than a Guaranty Liability Event described in clause (e) of the definition thereof), (A) first, ratably to repay the then outstanding principal amount of the Term Loans in the inverse order of maturity until the principal amount of such Term Loans has been paid in full in cash and (B) second, to repay any other Obligations then outstanding. (ii) in respect of a payment made pursuant to a Guaranty Liability Event described in clause (e) of the definition thereof, (yA) first, 50% of such payment ratably to enforce repay the then outstanding Revolving Loans, (B) second, 50% of such payment (plus any remaining proceeds described in clause (A) hereof in the event that less than 50% of such payment reduces the then outstanding Revolving Loans to $0) ratably to repay the then outstanding principal amount of the Term Loans in the inverse order of maturity until the principal amount of such Term Loans has been paid in full in cash and (C) third, to repay any other Obligations of the Borrower guaranteed hereby, or (z) to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceablethen outstanding. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan AgreementEach Guarantor hereby, the Guarantor hereby on a joint and several basis, unconditionally and irrevocably and unconditionally guarantees to the Lender, Administrative Agent (on behalf of the Guaranteed Parties) and its successors and assigns (i) permitted endorsees, transferees and assigns, the full and prompt payment when duedue (whether at stated maturity, whether by acceleration mandatory prepayment, declaration, acceleration, demand or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all ) of the Obligationsindebtedness, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, liabilities and extensions thereof, (ii) the full and prompt other 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 evidencing, securing, or otherwise relating to the Obligations Guaranteed Parties under or in connection with the Credit Agreement, the Notes and the other Loan Documents. The Guarantor hereby agrees that if any , including all unpaid principal of the ObligationsLoans, duties and covenants are not paid by all amounts owing in respect of the Borrower in accordance with their respective terms or if any Letters of Credit, all interest accrued thereon, all fees due under the Credit Agreement, all indemnification obligations of the Borrower, and all sums which are now or may hereafter become due from other amounts payable by the Borrower to the Lender under or pursuant to any of the Obligations or the Loan Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such paymentsGuaranteed Parties thereunder. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitation, reasonable attorneys' fees terms “indebtedness,” “liabilities” and court costs) paid or incurred by the Lender “obligations” are used herein 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 the Obligations their most comprehensive sense and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, include any and all advances, debts, obligations, covenants obligations and liabilities heretoforeliabilities, now existing or hereafter madearising, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntaryinvoluntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligationsindebtedness, duties liabilities and covenants obligations may be or hereafter become unenforceable. (b) As unenforceable or shall be an additional inducement to allowed or disallowed claim under the Lender to extend credit to Bankruptcy Code or any similar Debtor Relief Law, and including interest that accrues after the Borrowercommencement by or against any Borrower Group Entity or any Affiliate thereof of any Insolvency Proceeding naming such Person as the debtor in such proceeding. The foregoing indebtedness, the Guarantor, if a stockholder liabilities and other obligations of the Borrower, hereby covenants and agrees not all other indebtedness, liabilities and obligations to transferbe paid or performed by the Guarantors pursuant to this Guaranty (including any and all amounts due under Section 15), assignshall hereinafter be collectively referred to as the “Guaranteed Obligations.” Notwithstanding any provision hereof or in any other Loan Document to the contrary, sellno Guarantor shall be required to provide a guarantee in respect of any Obligation under any Swap Contract if, convey and to the extent that, all or otherwise dispose a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest pursuant to the Security Documents to secure, such Obligation under such Swap Contract (or any optionguarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, warrant regulation or other right order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the guarantee of such Guarantor or the grant of such security interest would otherwise have become effective with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldto such related Obligation under such Swap Contract but for such Guarantor’s failure to constitute an “eligible contract participant” at such time.

Guaranty. For Value Received, CONN APPLIANCES, INC., a Texas corporation, hereinafter called "Guarantor", in consideration of the premises and of the benefits that will accrue (awhether directly or indirectly) To induce the Lender to extend credit to the Borrower pursuant to the Loan Tenant and Guarantor from that certain Shopping Center Lease Agreement, as amended, between Fiesta Mart, Inc. as "Landlord", and C.A.I., L.P. as "Tenant", covering approximately 88,293 square feet in the Beaumont Shopping Center ("Center"), ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, (the "Original Lease"), which consideration is acknowledged by Guarantor to be new, independent and sufficient, and as a material inducement to Landlord to enter that certain First Amendment to Lease Agreement ("First Amendment") pertaining to Tenant leasing an additional 18,500 square feet in the Center, Guarantor does hereby irrevocably unconditionally, fully and unconditionally guarantees to absolutely guarantee without offset or deduction, the Lender, its successors and assigns (i) the full and prompt payment when duedue of all sums payable by Tenant under the Original Lease and First Amendment (the Original Lease and First Amendment being hereafter collectively referred to as the "Lease"), whether by acceleration and to do or otherwisecause to be done, with such interest as may accrue thereon either before or after maturity perform or cause to be performed, all duties, covenants and obligations of Tenant under the Lease, for the full Lease Tern and any renewals thereof, this Guaranty constituting an absolute and unconditional guaranty (1) of full payment, and not of collection of all sums due under the Lease, and (2) that Tenant will perform punctually and faithfully under and in accordance with the terns of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, Lease. Guarantor further agrees to indemnify 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 hold harmless Landlord from any and all other obligations of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencinglosses, securingdamages, or otherwise relating to the Obligations or the Loan Documents. The Guarantor hereby agrees that if any of the Obligationscosts, 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitation, reasonable attorneys' costs of court and attorney's fees and court costs) paid or incurred by Landlord) in the Lender in endeavoring (x) to collect event of any indebtedness evidenced default or breach by Guarantor of its obligations under this Guaranty. Guarantor hereby agree that Guarantor, as principal obligor, will pay or otherwise provide for or bring about promptly when due all payments required of Tenant under the Lease and the timely and full performance of all duties, covenants and obligations of Tenant under the Lease, notwithstanding any of the Obligations fact or the Loan Documentscircumstance, or any portion thereofincluding, but not limited to, (y1) to enforce any the liquidation, dissolution, receivership, insolvency or bankruptcy of Tenant, (2) the Obligations making by Tenant of an assignment for the Borrower guaranteed herebybenefit of its creditors, (3) the reorganization, arrangement, composition or readjustment of Tenant, or (z4) any proceeding affecting the status, existence or assets of Tenant. Without limiting the foregoing, Guarantor expressly and specifically agrees that it will not be necessary or required, and Guarantor shall not be entitled to enforce this Guaranty. This Guaranty require, that Landlord shall be file suit or proceed to or obtain a continuing Guaranty judgment against Tenant or any other party, or make any effort of all collection from Tenant or any other party, or exercise any remedy or remedies provided in the Obligations Lease or by law before, or as a condition precedent to, enforcing the liability of Guarantor hereunder; and all Guarantor, knowingly and with the express intention of the duties and covenants of the Borrower created pursuant to extinguishing legal rights (if any may exist), hereby waives any and all rights, whether existing by rule, statute, general law, equity or otherwise, to assert or require that (1) Landlord previously seek or obtain judgment against Tenant or any other party prior to Landlord's suing Guarantor for the enforcement of this Guaranty, or (2) Landlord joins Tenant or any other party in any suit against Guarantor for the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any enforcement of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceablethis Guaranty. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. (a) To induce In consideration of, and as an inducement for the Lender to extend credit to granting, execution and delivery of the Borrower pursuant to the Loan foregoing Lease Agreement, dated , 2010 (the Guarantor hereby irrevocably and unconditionally guarantees "Lease"), by JEFFERSON MILL PROJECT I LLC, landlord therein named ("Landlord", which term will be deemed to include the Lendernamed Landlord, its successors and assigns assigns), to SYX DISTRIBUTION, INC., tenant therein named (i"Tenant", which term will be deemed to include the named Tenant and its successors and assigns), and in further consideration of the sum of One Dollar ($1.00) and other good and valuable consideration paid by Landlord to the undersigned, the receipt and sufficiency of which are hereby acknowledged, the undersigned, SYSTEMAX INC., ("Guarantor", which term will be deemed to include the named Guarantor and its successors and assigns), does hereby (jointly and severally if executed by two or more guarantors) guarantee, absolutely and unconditionally, to Landlord the full and prompt payment when dueof Base Rental, whether additional rent and all other charges and sums (including, without limitation, Landlord's legal expenses and attorney's fees and disbursements) payable by acceleration Tenant under the Lease, and hereby further guarantees the full and timely performance and observance of all the covenants, terms, conditions and agreements therein provided to be performed and observed by Tenant; and Guarantor hereby covenants and agrees to and with Landlord that if default should at any time be made by Tenant in the payment of any Base Rental, additional rent or otherwiseother charges and sums, with such interest as may accrue thereon either before or after maturity if Tenant should default in the performance and observance of any of the tei4s, covenants and conditions contained in the Lease, Guarantor shall and will forthwith pay Base Rental, additional rent and all other charges and sums, to Landlord and any arrears thereof, of and shall and will forthwith faithfully perform and fulfill all of such terms, covenants and conditions and will forthwith pay to Landlord all direct costs that may arise in consequence of any default by Tenant under the ObligationsLease, including, without limitation, reasonable attorney's fees and disbursements incurred by Landlord or caused by any such default or the Revolving Loansenforcement of this Guaranty. This Guaranty is an absolute and unconditional guaranty of payment (and not of collection) and of performance. The liability of Guarantor is co-extensive with that of Tenant and also joint and several and this Guaranty will be enforceable against Guarantor without the necessity of any suit or proceeding on Landlord's part of any kind or nature whatsoever against Tenant and without the necessity of any notice of non-payment, together with non-performance or non-observance or of any notice of acceptance of this Guaranty or of any other notice or demand to which Guarantor might otherwise be entitled, all renewalsof which Guarantor hereby expressly waives. Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder will in no way be terminated, modificationsaffected, consolidationsdiminished or impaired by reason of (a) the assertion or the failure to assert by Landlord against Tenant of any of the rights or remedies reserved by Landlord pursuant to the terms, covenants and conditions of the Lease, or (b) any non-liability of Tenant under the Lease, whether by insolvency, discharge in bankruptcy, or any other defect or defense which may now or hereafter exist in favor of Tenant. This Guaranty is a continuing guaranty, and extensions thereofthe liability of Guarantor hereunder will in no way be affected, modified or diminished by reason of (iia) any assignment, renewal, modification, amendment or extension of the full Lease, or (b) any modification or waiver of or change in any of the terms, covenants and prompt conditions of the Lease by Landlord and Tenant, or (c) any extension of time that may be granted by Landlord to Tenant, or (d) any consent, release, indulgence or other action, inaction or omission under or in respect of the Lease, or (e) any dealings or transactions or matter or thing occurring between Landlord and Tenant, or (f) any bankruptcy, insolvency, reorganization, liquidation, arrangement, assignment for the benefit of creditors, receivership, trusteeship or similar proceeding affecting Tenant, whether or not notice thereof is given to Guarantor. Guarantor expressly waives the right to require Landlord to take action against Tenant as provided for in Official Code of Georgia Annotated Section 10-7-24 (Michie 1981, as amended or hereafter amended). Should La▇▇▇▇▇▇ be obligated by any bankruptcy or other law to repay to Tenant or to Guarantor or to any trustee, receiver or other representative of either of them, any amounts previously paid, this Guaranty will be reinstated in the amount of such repayments. Landlord will not be required to litigate or otherwise dispute its obligations to make such repayments if it in good faith believes that such obligation exists. In the event of the rejection or disaffirmance of the Lease by Tenant or Tenant's receiver or trustee pursuant to the United States Bankruptcy Code or any other law affecting creditors' rights, Guarantor shall, and does hereby (without the necessity of any further agreement or act), assume all obligations and liabilities of Tenant under or arising out of the Lease, to the same extent as if Guarantor had been originally named the Tenant under the Lease and there had been no such rejection or disaffirmance. At the request of Landlord upon or after such rejection or disaffirmance, Guarantor shall confirm such assumption in writing. Upon such assumption, Guarantor will succeed to all rights of Tenant under the Lease and will be entitled to a new lease on all of the terms and conditions of the Lease with respect to the remaining Lease Term (to the extent permitted by law). Guarantor shall execute and deliver such documents as Landlord may from time to time reasonably require to evidence such assumption and succession. No delay on the part of Landlord in exercising any right, power or privilege under this Guaranty or failure to exercise the same will operate as a waiver of or otherwise affect any such right, power or privilege, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No waiver or modification of any provision of this Guaranty nor any termination of this Guaranty will be effective unless in writing, signed by Landlord; nor will any such waiver be applicable except in the specific instance for which given. All of Landlord's rights and remedies under the Lease and under this Guaranty, now or hereafter existing at law or in equity or by statute or otherwise, are intended to be distinct, separate and cumulative and no exercise or partial exercise of any such right or remedy therein or herein mentioned is intended to be in exclusion of or a waiver of any of the others. Guarantor agrees that whenever at any time or from time to time Guarantor makes any payment and to Landlord or performs or fulfills any term, covenant or condition hereunder on account of the liability of Guarantor hereunder, Guarantor will notify Landlord in writing that such payment or performance, as the case may be, is for such purpose. No such payment or performance by Guarantor pursuant to any provision hereof will entitle Guarantor by subrogation or otherwise to the rights of Landlord to any payment by Tenant or out of the property of Tenant, except after payment of all sums or fulfillment of all covenants, terms, conditions or agreements to be paid or performed by Tenant. Guarantor agrees that it will, at any time and covenants contained from time to time, within ten (10) business days following written request by Landlord, execute, acknowledge and deliver to Landlord a statement certifying that this Guaranty is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating such modification). Guarantor agrees that such certificate may be relied on by anyone holding or proposing to acquire any interest in the Loan Agreement Building (as defined in the Lease) from or through Landlord or by any mortgagee (a defined in the Lease) or prospective mortgagee or lessor of the Building or of any interest therein. Without regard to principles of conflicts of laws, the validity, interpretation, performance and (iii) enforcement of this Guaranty will be governed by and construed in accordance with the full internal laws of the State of Georgia. Guarantor hereby submits to the non-exclusive personal jurisdiction in the State of Georgia, the courts thereof and prompt performance the United States District Courts sitting therein, for the enforcement of this Guaranty, and Guarantor hereby waives any and all other obligations personal rights under the law of the Borrower under any other documents or instruments referred jurisdiction to in the Loan Agreement or now or hereafter evidencing, securing, or otherwise relating to the Obligations or the Loan Documents. The Guarantor hereby agrees that if object on 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses basis (including, without limitation, reasonable attorneys' fees and court costs) paid or incurred by the Lender in endeavoring (xinconvenience of forum) to collect any indebtedness evidenced by any jurisdiction or venue within the State of Georgia for the Obligations or the Loan Documents, or any portion thereof, (y) to enforce any purpose of the Obligations of the Borrower guaranteed hereby, or (z) litigation to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. (a) To induce The Parent Guarantor hereby irrevocably, absolutely and unconditionally guarantees, as primary obligor and as a guarantor of payment and not merely as surety or guarantor of collection, to the Lender Agent and each Lender, (i) subject to extend credit to Section 2(c) below, the full and prompt payment by the Borrower when due of the Obligations incurred by the Borrower pursuant to the Credit Agreement and the other Loan AgreementDocuments to which the Borrower is a party, strictly in accordance with the terms of such Loan Documents (collectively, the Guarantor hereby irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the “Payment Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations”), and extensions thereof, (ii) the full and prompt payment timely performance of, and performance of all termscompliance with, conditions each and covenants contained in the Loan Agreement every duty, agreement, undertaking, indemnity and (iii) the full and prompt performance of any and all other obligations obligation of the Borrower under any other documents or instruments referred to in the Loan Agreement Documents strictly in accordance with the terms thereof, in each case, however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several and whether now or hereafter evidencing, securing, existing or otherwise relating due or 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 (such payment and other obligations described in clauses (i) and (ii) being referred to herein as the Borrower to the Lender under or pursuant to any of the Obligations or the Loan Documents are not paid by the Borrower in accordance with their terms, the “Liabilities”). (b) The Parent Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender any and all reasonable costs and expenses (including, without limitation, all reasonable attorneys' fees and court costsdisbursements of counsel) that may be paid or incurred by the Lender in endeavoring (x) to collect any indebtedness evidenced by any Agent and/or one or more of the Obligations or the Loan Documents, or Lenders in enforcing 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right rights with respect to, pledgeor collecting, hypothecate any or otherwise encumber any all of the capital stock Liabilities or enforcing any rights with respect to, or collecting against, the Parent Guarantor hereunder together with interest at the Default Rate specified in the Credit Agreement from the date when such expenses are so incurred to the date of actual payment thereof. Without limiting the generality of the Borrower now or hereafter owned foregoing, the liability of the Parent Guarantor hereunder shall extend to all amounts which constitute part of the Liabilities and would be owed by the Borrower but for the fact that such amounts are unenforceable or not allowable due to any circumstance whatsoever or due to the existence of a bankruptcy, suspension of payments, reorganization or similar proceeding involving the Borrower. (c) Notwithstanding anything herein to the contrary, the amount payable by the Parent Guarantor without the prior written consent in respect its obligations arising out of its guarantee of the LenderPayment Obligations shall not exceed in the aggregate, which consent will not be unreasonably withheldtaking into account any amounts previously paid by the Parent Guarantor hereunder as at any date of determination, 10% of the aggregate Net Present Value of all Equipment subject at such time to the Security Agreement.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the The Guarantor hereby irrevocably irrevocably, absolutely and unconditionally guarantees guarantees, as primary obligor and as a guarantor of payment and performance and not merely as surety or guarantor of collection, to the Lender, its successors and assigns each Beneficiary: (i) the full and prompt payment by the Borrower when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all due of the Obligations, including, without limitation, strictly in accordance with the Revolving Loans, together with all renewals, modifications, consolidationsterms of such Loan Documents, and extensions thereof, (ii) the full and prompt payment timely performance of, and performance of all termscompliance with, conditions each and covenants contained in the Loan Agreement every duty, agreement, undertaking, indemnity and (iii) the full and prompt performance of any and all other obligations obligation of the Borrower under any other documents or instruments referred to in the Loan Agreement Documents strictly in accordance with the terms thereof, in each case, however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several and whether now or hereafter evidencing, securing, existing or otherwise relating due or to become due (such payment and other obligations described in clauses (i) and (ii) being referred to herein as the “Liabilities”). The liability of the Guarantor hereunder shall extend to all amounts which constitute part of the Obligations or the Loan Documents. The Guarantor hereby agrees that if any of the Obligations, duties and covenants are not paid would be owed by the Borrower in accordance with their respective terms but for the fact that such amounts are unenforceable or if not allowable due to any and all sums which are now circumstance whatsoever or may hereafter become due from the Borrower to the Lender under existence of a bankruptcy, suspension of payments, reorganization or pursuant to any of similar proceeding involving the Obligations or the Loan Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. Borrower. (b) The Guarantor hereby further agrees to pay the Lender any and all reasonable costs and expenses (including, without limitation, all reasonable attorneys' fees and court costsdisbursements of counsel) that may be paid or incurred by the Lender Agent and/or the Collateral Agent in endeavoring (x) to collect enforcing 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right rights with respect to, pledgeor collecting, hypothecate any or otherwise encumber any all of the capital stock Obligations from the Guarantor, or enforcing any rights with respect to, or collecting against, the Guarantor hereunder, together with interest at a rate equal two percent (2%) above the rate of interest otherwise applicable to such amounts under the Warehouse Loan Agreement (or if no rate of interest is otherwise applicable, two percent (2%) above the Corporate Base Rate) from the date 30 days after Agent makes a written request to Guarantor for payment of such expenses to the date of actual payment thereof. In no event shall this Section 2(b) require Guarantor to pay any costs or expenses paid or incurred by the Agent and/or the Collateral Agent in enforcing any rights with respect to, or collecting, any or all of the Borrower now or hereafter owned by Obligations against the Guarantor without Borrower. (c) Subject to the prior written consent provisions of Section 10, this Guaranty shall terminate upon the payment in full of all of the Lender, which consent will not be unreasonably withheldObligations.

Guaranty. For Value Received, and to induce NationsBank of Texas, N.A. (aBanking Center) To induce the Lender ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇) ("Bank"), to make loans or advances or to extend credit or other financial accommodations or benefits, with or without security, to or for the Borrower pursuant to the Loan Agreementaccount of Maverick Entrepreneurs Fund, Ltd., a Texas limited partnership ("Borrower"), the Guarantor hereby undersigned (individually, a "Guarantor" and collectively, "Guarantors") severally become surety for and irrevocably and unconditionally guarantees guarantee to the Lender, its successors and assigns (i) Bank the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (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 Liabilities (as defined herein) of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter 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 Documents are not paid by the Borrower in accordance Bank, together with their termsreasonable attorney's fees, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) paid or incurred by the Lender Bank 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to enforcing any and all of such indebtedness. This Guaranty is continuing but shall be limited as to the amount as provided herein. Guarantors further unconditionally guarantee the faithful, prompt and complete compliance by Borrower with all terms, conditions, covenants, agreements and undertakings of Borrower (herein collectively referred to as the "Obligations") under all notes and other documents evidencing the Liabilities and under all deeds to secure debt, deeds of trust, mortgages, security agreements and other agreements, documents and instruments executed in connection with the Liabilities or related thereto (all such deeds to secure debt, deeds of trust, mortgages, security agreements and other documents securing payment of the Liabilities and all notes and other agreements, documents, and instruments evidencing or relating to the Liabilities and Obligations being herein collectively called the "Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any "). The undertakings of Guarantors hereunder are independent of the Loan Documents Liabilities and Obligations of Borrower and a separate action or actions for payment, damages or performance may be brought or prosecuted against any or all Guarantors, whether voluntary or involuntary, absolute not an action is brought against Borrower or contingent, liquidated to realize upon the security for the Liabilities and/or Obligations and whether or unliquidated, determined not Borrower is joined in any such action or undeterminedactions, and whether recovery or not notice is given or demand is made upon such obligationsBorrower. Bank shall not be required to proceed first against Borrower, duties or any other person, firm or corporation, whether primarily or secondarily liable, or against any Collateral held by it, or any other guarantor (including any other Guarantor) before resorting to any Guarantor for payment, and covenants may no Guarantor or any other guarantor (including any other Guarantor) shall be or hereafter become unenforceable. (b) As an additional inducement entitled to assert as a defense to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder enforceability of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey Guaranty any defense of Borrower or otherwise dispose of, grant any option, warrant or other right person with respect to, pledge, hypothecate to any Liabilities or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldObligations.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the The Guarantor hereby irrevocably irrevocably, absolutely and unconditionally guarantees to the Lendereach Lenders and their respective successors, its successors endorsees, transferees and assigns the prompt and complete payment by the Borrower, as and when due and payable (i) the full and prompt payment when duewhether at stated maturity or by required prepayment, whether by acceleration acceleration, demand or otherwise, with such interest as may accrue thereon either before or after maturity thereof), of all indebtedness, obligations and liabilities of the Obligations, 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 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 Lenders, now existing or hereafter incurred under or pursuant arising out of or in connection with the Additional Term Loan, together with any renewals, extensions or refinancings thereof, whether for principal, interest, fees, expenses or otherwise, owed to any of such Lender (all such indebtedness, obligations and liabilities being herein called the Obligations or the Loan Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further "Obligations"); and agrees to pay the Lender any and all reasonable expenses (including, without limitation, reasonable attorneys' including counsel fees and court costsexpenses) which may be paid or incurred by the each such Lender in endeavoring (x) to collect collecting any indebtedness evidenced by or all of its Additional Term Loan Promissory Note and/or enforcing any of rights under this Guaranty or under its Additional Term Loan Promissory Note. Notwithstanding the Obligations foregoing 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants aggregate sums which may be or hereafter become unenforceable. (b) As an additional inducement payable by the Borrower to the Lender Lenders under the Additional Term Loan Promissory Notes, at any time or from time to extend credit time, the Guarantor shall be liable only for up to a maximum aggregate principal amount of $500,000 of such Additional Term Loan Promissory Notes, plus all interest due on such amount and a pro rata share of costs and expenses (based upon the amount of the Additional Term Loan guaranteed hereunder to the Borrower, the Guarantor, if a stockholder total amount of the BorrowerAdditional Term Loan, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any both at the time a demand is made on the Guarantor under this Guaranty); but it is understood that the outstanding principal amount of the capital stock Additional Term Loan Promissory Notes may at any time and from time to time exceed the liability of the Borrower now or hereafter owned Guarantor hereunder without impairing this Guaranty, and the Guarantor and the Lenders agree that, regardless of the manner of application of payments made by the Guarantor without Borrower to the prior written consent Lenders, all such payments on the Additional Term Loan Promissory Notes shall be deemed to be applied first to the portion of the Lender, Additional Term Loan Promissory Notes which consent will are not be unreasonably withheldguaranteed hereunder and last to the portion of such Additional Term Loan Promissory Notes which are guaranteed hereunder.

Guaranty. (a) To In order to induce the Lender Administrative Agent, the Collateral Agent and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the Borrower pursuant other Guaranteed Creditors to enter into Hedging Agreements and in recognition of the Loan Agreementdirect benefits to be received by Holdings from the proceeds of the Term Loans and the entering into of such Hedging Agreements, Holdings hereby agrees with the Guarantor Guaranteed Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and unconditionally guarantees to the Lender, its successors and assigns (i) not merely as surety the full and prompt payment when due, whether by upon maturity, acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (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 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 Documents are not paid by the Borrower in accordance with their terms, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan DocumentsGuaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, includingHoldings, without limitationunconditionally and irrevocably, promises to pay such indebtedness to the Administrative Agent and/or the other Guaranteed Creditors, or order, on demand, together with any and all advances, debts, obligations, covenants expenses which may be incurred by the Administrative Agent and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to the other Guaranteed Creditors in collecting any of the Loan Documents whether voluntary Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or involuntaryrecovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, absolute decree or contingent, liquidated order of any court or unliquidated, determined administrative body having jurisdiction over such payee or undetermined, and whether recovery upon any of its property or (ii) any settlement or compromise of any such obligations, duties and covenants may be or hereafter become unenforceable. claim effected by such payee with any such claimant (b) As an additional inducement to the Lender to extend credit to including the Borrower), the Guarantorthen and in such event Holdings agrees that any such judgment, if a stockholder decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, hereby covenants and agrees not Holdings shall be and remain liable to transfer, assign, sell, convey the aforesaid payees hereunder for the amount so repaid or otherwise dispose of, grant recovered to the same extent as if such amount had never originally been received by any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldsuch payee.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor hereby absolutely, unconditionally and irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) Buyer the full and prompt punctual payment when due, in lawful money of the United States of America and in immediately available funds, whether at the stated due date, by acceleration or otherwise, with such interest as may accrue thereon either before the following (collectively, the “Guaranteed Obligations”): a. any and all monetary obligations, indemnities, liabilities, indebtedness and other amounts of every kind from time to time owed or after maturity thereofowing by Seller, of all or for which Seller is in any way liable or obligated under the Master Repurchase Agreement and the other Transaction Documents, respectively, or in any way arising out of the ObligationsMaster Repurchase Agreement, the other Transaction Documents or any Transactions thereunder, including, without limitation, all amounts in respect to indemnities provided for in the Revolving LoansMaster Repurchase Agreement and the Transaction Documents, together with all renewals, modifications, consolidationsrespectively, and extensions thereofany and all damages, (ii) claims and other amounts which may become due and owing under the full Master Repurchase Agreement or any of the Transaction Documents in respect of a failure or refusal by Seller to make any payment or perform any obligation thereunder, in each case howsoever created, arising or evidenced, voluntary or involuntary, whether direct or indirect, absolute or contingent, now or hereafter existing or owing to Buyer, and prompt payment including, without limitation, in the event that the Transactions are deemed to constitute secured loans, interest accruing following the filing of a bankruptcy petition by or against Seller at the Pricing Rate, whether or not such interest is allowed as a claim in bankruptcy; b. the performance and performance observance by Seller of all terms, covenants, agreements, conditions and covenants contained in the Loan Agreement and (iii) the full and prompt performance of any and all other obligations of Seller under the Borrower under any other documents Transaction Documents, whether now existing or instruments referred to in the Loan Agreement or now or hereafter 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender hereinafter arising; and c. all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable out-of-pocket attorneys' ’ fees and court costs) paid or disbursements, incurred by Buyer in connection with the Lender in endeavoring (x) to collect any indebtedness evidenced by collection or enforcement of its rights or remedies under this Guaranty or under the Master Repurchase Agreement or any of the Obligations or the Loan other Transaction 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Each Guarantor hereby unconditionally and irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) the full and prompt punctual payment when due, whether at stated maturity, by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (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 each other documents or instruments referred to in the Loan Agreement or Party now or hereafter 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 existing under or pursuant to any in respect of the Obligations or the Loan Documents are not paid by the Borrower in accordance with their terms, 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 any extensions, modifications, substitutions, amendments or incurred by the Lender in endeavoring (x) to collect renewals of 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documentsforegoing obligations), including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now whether direct or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntaryindirect, absolute or contingent, liquidated and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or unliquidated, determined or undeterminedotherwise (such obligations being the "Guaranteed Obligations"), and whether recovery upon agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Agent or the Lenders in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, each Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Loan Party to any Lender but for the fact that they are unenforceable or not allowable due 106 to the existence of a bankruptcy, reorganization or similar proceeding involving such obligations, duties and covenants may be or hereafter become unenforceableLoan Party. (b) As an additional inducement Each Guarantor, and by its acceptance of this Guaranty, the Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Guaranty and the obligations of each Guarantor hereunder 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 Lender extent applicable to extend credit 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 Borrowermaximum amount as will result in the obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, the Guarantor, if a stockholder "Bankruptcy Law" means any proceeding of the Borrower, hereby covenants type referred to in Section 6.1(f) and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any (g) of the capital stock Credit Agreement or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withhelddebtors.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor The Guarantors hereby jointly and severally unconditionally and irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) guarantee the full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereofof, of all of and the performance of, (a) the Obligations, includingwhether now or hereafter existing and whether for principal, without limitationinterest, the Revolving Loansfees, together with all renewals, modifications, consolidations, and extensions thereofexpenses or otherwise, (iib) all Swap Obligations owed to any Guarantied Party under a Swap Contract, each a "Guarantied Swap Contract"), (c) all Cash Management Obligations owed to any Lender or any Affiliate of such Lender (provided that at the full and prompt payment and performance of all termstime such Cash Management Obligation arose such Lender is a party to the Credit Agreement), conditions and covenants contained in the Loan Agreement and (iiid) 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 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable out-of-pocket expenses (including, without limitation, expenses and reasonable attorneys' counsel fees and court costsexpenses of the Administrative Agent and the other Guarantied Parties) paid or incurred by the Lender in endeavoring (x) to collect any indebtedness evidenced by any of the Obligations Guarantied Parties in enforcing any rights under this Guaranty or the under any other Loan DocumentsDocument, or any portion thereof, and (ye) to enforce any all present and future amounts in respect of the Obligations foregoing that would become due but for the operation of the Borrower guaranteed herebyany provision of Debtor Relief Laws, or (z) to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all the Obligations and all of the duties present and covenants of the Borrower created pursuant to any future accrued and all of the Loan Documentsunpaid interest, including, without limitation, all post-petition interest if any Loan Party voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the items set forth in clauses (a), (b), (c), (d) and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant (e) 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 Guarantied Parties of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement, the other Loan Documents Documents, any Guarantied Swap Contract or any Cash Management Document (whether voluntary at stated maturity, by acceleration or involuntaryotherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors' receipt of notice from the Administrative Agent of the Borrower's failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contingentcontemporaneously to accelerate payment of any of the Guarantied Obligations, liquidated to institute suit or unliquidatedexhaust any rights against any Loan Party, determined or undeterminedto enforce any rights against any collateral. Notwithstanding anything herein or in any other Loan Document, any Guarantied Swap Contract or any Cash Management Document to the contrary, in any action or proceeding involving any state corporate or other entity 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"), the obligations of any Guarantor under this Section 1 would otherwise, after giving effect to (a) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany Debt to the Borrower to the extent that such Debt would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to the Lender 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 extend credit to the Borrower(i) applicable requirements of Law, the Guarantor, if a stockholder of the Borrower, hereby covenants (ii) Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and agrees not to transfer, assign, sell, convey other Subsidiaries or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock Affiliates of the Borrower now of obligations arising under this Guaranty or hereafter owned by the Guarantor without the prior written consent other guaranties of the LenderGuarantied Obligations by such parties, which consent will be held or determined to be void, invalid or unenforceable, or subordinated to the claims 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 Guarantied Party, the Administrative Agent or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not be unreasonably withheldsubordinated to the claims of other creditors as determined in such action or proceeding.

Guaranty. (a) To induce From and after the Lender to extend credit to the Borrower pursuant to the Loan AgreementGuarantee Effective Date (as defined below), the Guarantor hereby irrevocably irrevocably, absolutely and unconditionally guarantees to Collateral Agent, for the Lenderratable benefit of the Secured Creditors, its successors the full, faithful and assigns (i) the full and prompt payment complete performance when due, whether at stated maturity, by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all agreements, covenants, duties and/or obligations (whether known, unknown, fixed, contingent or otherwise) of the ObligationsCompany now or hereafter existing under the Debt Documents and the Restructure Documents (as defined in the Restructuring Agreement), including, without limitation, the Revolving Loans, together with all renewalsincluding any respective extensions, modifications, consolidationssubstitutions, amendments and extensions renewals thereof, whether for principal, interest, fees, expenses, indemnification or otherwise (iithe "Guaranteed Obligations"); PROVIDED, HOWEVER, THAT, NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS GUARANTY, THE SECURED CREDITORS AGREE THAT THEIR ONLY RECOURSE HEREUNDER WITH RESPECT TO THE GUARANTEED OBLIGATIONS AND THE GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTEE SHALL BE TO THE COLLATERAL (AS DEFINED IN THE PLEDGE AGREEMENT) the full and prompt payment and performance of all termsPLEDGED BY THE GUARANTOR PURSUANT TO THE PLEDGE AGREEMENT AND THAT THE SECURED CREDITORS SHALL NOT SEEK ANY PERSONAL JUDGMENT AGAINST THE GUARANTOR UNDER THIS GUARANTY; further provided, conditions and covenants however, that nothing contained in the Loan Agreement and (iii) preceding proviso shall in any way release, affect or impair the full and prompt performance of any and all other obligations existence of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencing, securing, or otherwise relating to the Guaranteed Obligations or the Loan enforceability of the Restructure Documents, including the enforceability of the Pledge Agreement executed by the Guarantor. The Guarantor hereby agrees that if any of "Guarantee Effective Date" shall mean 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 Documents are not paid by the Borrower in accordance with their terms, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceabledate hereof. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. (a) To In consideration of, and in order to induce the Lender Bank to extend credit to the Borrower pursuant to the Loan Agreementmake Advances, the each Guarantor hereby irrevocably absolutely, unconditionally and unconditionally irrevocably, jointly and severally guarantees to the Lender, its successors punctual payment and assigns (i) the full and prompt payment performance when due, whether at stated maturity, by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all obligations and covenants of each Borrower now or hereafter existing under this Agreement, the Notes and/or any of the Obligationsother Loan Documents to which such Borrower is a party whether for principal, including, without limitation, interest (including interest accruing or becoming owing both prior to and subsequent to 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 commencement of any and all other obligations of the proceeding against or with respect to a Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencing, securing, or otherwise relating to the Obligations or the Loan Documents. The Guarantor hereby agrees that if any chapter of the ObligationsBankruptcy Code of the United States (11 U.S.C. ss. 101 ET SEQ.) or any other Debtor Relief Law, duties fees, commissions, expenses (including reasonable counsel fees and covenants are not paid by the Borrower in accordance with their respective terms expenses) or if any otherwise, 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 Documents are not paid by the Borrower in accordance with their termsreasonable costs and expenses, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (includingif any, without limitation, reasonable attorneys' fees and court costs) paid or incurred by the Lender Bank in endeavoring connection with enforcing any rights under this Guaranty (x) to collect any indebtedness evidenced by any of all such obligations being 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"GUARANTEED OBLIGATIONS"). This Guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in no way conditioned upon any attempt to collect from the Borrowers or any other action, occurrence or circumstance whatsoever. Nothing herein is intended to provide that a Borrower shall be liable as a continuing Guaranty of all the Guarantor for any Obligations and all of the duties and covenants of the for which such Borrower created pursuant to is primarily liable, but each Borrower shall be liable as a Guarantor for any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon Obligations for which such obligations, duties and covenants may be or hereafter become unenforceableBorrower is not primarily liable. (b) As an additional inducement Each Guarantor hereby, jointly and severally, agrees to pay and to indemnify the Lender Bank harmless from and against any damage, loss, cost or expense (including reasonable attorneys' fees) that the Bank may incur or be subject to extend credit as a consequence, direct or indirect, of (i) any breach by such Guarantor or any other Credit Party of any warranty, covenant, term or condition in, or the occurrence of any default under, this Guaranty, this Agreement or any other Loan Document, together with all reasonable expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default and (ii) any legal action commenced to challenge the Borrowervalidity of this Guaranty, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey this Agreement or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldLoan Document.

Guaranty. (a) To induce Section 3.1. Each of the Lender to extend credit Guarantors, jointly and severally, hereby absolutely and unconditionally guarantee to the Borrower pursuant to (name of local jurisdiction) for the Loan Agreement, (name of local jurisdiction)'s benefit and that of the Guarantor hereby irrevocably and unconditionally guarantees to the Lender, its (name of local jurisdiction)'s successors and assigns as the holder at any time and from time to time of the Note (i) the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all payments to be made by the Borrower to the (name of local jurisdiction) of all amounts payable under the Obligations, including, without limitation, Loan Agreement or the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereofNote, (ii) all expenses and charges, including, to the full fullest extent permitted by law, court costs and prompt payment and performance attorneys' fees paid or incurred by the (name of all terms, conditions and covenants contained local jurisdiction) in realizing any of the Loan Agreement payments hereby guaranteed or in enforcing this Guaranty 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 evidencing, securing, or otherwise relating to the Obligations or the Loan Documents. Section 3.2. The Guarantor hereby agrees that if any All obligations of the Obligations, duties Guarantors under this Guaranty shall remain in full force and covenants are not effect until the entire principal of and interest and monthly service fees on the Note and the expenses and charges described in Section 2.1 (ii) above shall have been paid by and until all of the obligations of 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such paymentshave been met. 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 All obligations 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 Guarantors under this GuarantyGuaranty shall be performed promptly and in good faith. Section 3.3. This Guaranty shall be a continuing Guaranty of all the Obligations is an unconditional and all absolute guaranty, irrespective of the duties and covenants validity, regularity or enforceability of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute any circumstances that might otherwise constitute a legal or contingent, liquidated equitable discharge or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder defense of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock Guarantors. No counterclaim, setoff, reduction of an obligation or defense of any kind which the Borrower or the Guarantor may have or assert against the (name of local jurisdiction) or which the Guarantor may have or assert against the Borrower shall affect, modify or impair the Guarantor's obligations hereunder. Section 3.4. Each of the Guarantors acknowledge that the (name of local jurisdiction) is making the Loan to the Borrower now or hereafter owned by the Guarantor without the prior written consent of the LenderLoan Amount in reliance upon this Guaranty and the representations, which consent will not be unreasonably withheldwarranties, covenants and agreements of the Guarantors made herein.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the The Guarantor hereby irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) punctual payment upon demand by the full and prompt payment when dueBank, whether at stated maturity, by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all obligations of the Borrower now or hereafter existing under the Credit Agreement, the Revolving Note, any Interest Rate Hedge Agreement between the Borrower and the Bank (or any Affiliate of the Bank), the Letter of Credit, the LC Agreement and each other Loan Document, whether for principal, interest, fees, expenses or otherwise (such obligations being hereinafter collectively referred to as the "Guaranteed Obligations"), and agrees to pay any and all reasonable expenses (including reasonable counsel fees and expenses) incurred by the Bank in enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, the Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Borrower under the Credit Agreement, the Revolving Note and any such Interest Rate Hedge Agreement but for the fact that they are unenforceable or not allowable, including, without limitation, interest accruing at the Revolving then applicable rate provided in the Credit Agreement after the maturity of the Loans, together with all renewals, modifications, consolidations, and extensions thereof, (ii) interest accruing at the full and prompt payment and performance of all terms, conditions and covenants contained then-applicable rate provided in the Loan Credit Agreement and (iii) after the full and prompt performance filing of any and all other obligations of the Borrower under any other documents or instruments referred to petition in the Loan Agreement or now or hereafter evidencing, securingbankruptcy, or otherwise the commencement of any insolvency, reorganization or like proceeding relating to the Obligations Borrower or the Loan Documentsany of its Subsidiaries, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding. The Guarantor hereby agrees that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make promptly pay the same, upon demand or other notice, 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 upon demand (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such paymentsextension or renewal. The Guarantor hereby further agrees to pay that, as between the Lender all reasonable expenses (includingGuarantor and the Bank, 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 obligations of the Borrower guaranteed hereby, or under the Credit Agreement and the other Loan Documents may be declared to be forthwith due and payable as provided in Section 9.1 of the Credit Agreement (z) to enforce this Guaranty. This Guaranty and shall be a continuing Guaranty deemed to have become automatically due and payable in the circumstances provided in said Section) for purposes of all the Obligations this Section notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (bpayable) As an additional inducement to the Lender to extend credit to as against the Borrower, and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations shall forthwith become due and payable by the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. In consideration of, and as an inducement to ▇▇▇▇▇▇▇▇ PROPERTIES I, LLC, a New York limited liability company (a“Lessor”) To induce to enter into that certain Ground Lease Agreement of even date herewith (the Lender to extend credit to “Lease”) with LI-CYCLE NORTH AMERICA HUB, INC., a Delaware corporation (“Lessee”) for a certain parcel of land consisting of approximately 41.06 acres located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Town of Greece, Monroe County, New York, and in further consideration of the Borrower pursuant to the Loan Agreementpremises and other good and valuable consideration, the Guarantor receipt of which is hereby irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitationacknowledged, the Revolving Loansundersigned LI-CYCLE HOLDINGS CORP., together with all renewalsan Ontario, modificationsCanada business corporation (“Guarantor”), consolidationshereby guarantees, absolutely and extensions thereofunconditionally, (ii) the full and prompt payment and performance of all terms, conditions and covenants contained in the Loan Agreement and (iii) to Lessor the full and prompt performance of all terms, covenants, conditions and agreements to be performed and observed by Lessee under the Lease and any and all amendments, modifications and other obligations of the Borrower under any other documents or instruments referred to in the Loan Agreement or relating thereto, whether now or hereafter evidencingexisting, securingand the full and prompt payment of all damages, costs and expenses which shall at any time be recoverable by Lessor from Lessee by virtue of the Lease and any amendments, modifications and other instruments relating thereto (hereinafter called “Liabilities of Lessee”); and Guarantor hereby covenants and agrees to and with Lessor, its successors and assigns, that if a Default (as defined in the Lease) in the payment of Rent (as defined in the Lease), or otherwise relating to any other sums or charges payable by Lessee under the Obligations Lease, or in the Loan Documents. The Guarantor hereby agrees that if performance by Lessee of any of the Obligationsterms, duties covenants, provisions or conditions contained in the Lease, Guarantor will forthwith pay to Lessor, its successors and covenants are assigns, the Rent and other sums and charges and will forthwith faithfully perform and fulfill all of such terms, covenants, conditions and provisions of the Lease and will forthwith faithfully pay to Lessor all damages that may arise in consequence of any Default by Lessee. Guarantor agrees that, with or without notice or demand, Guarantor will reimburse Lessor, to the extent that such reimbursement is not paid made by Lessee, for all expenses (including reasonable attorneys’ fees and disbursements) incurred by Lessor in connection with any Default by Lessee under the Borrower Lease or the default by Guarantor under this Guaranty. All moneys available to Lessee for application in accordance payment or reduction of the Liabilities of Lessee may be applied by Lessor, in such manner and in such amounts and at such time or times as Lessor may see fit, to the payment or reduction of such of the Liabilities of Lessee as Lessor may elect. This Guaranty shall be a continuing guaranty, and the liability of the Guarantor hereunder shall in no way be affected, modified or diminished by reason that any security for the Liabilities of Lessee is exchanged, surrendered or released or the Lease or any other obligation of Lessee is changed, altered, renewed, extended, continued, surrendered, compromised, waived or released in whole or in part, or that any default with their respective terms respect thereto is waived, whether or if not notice thereof is given to Guarantor, and it is understood and agreed that Lessor may fail to set off and may release, in whole or in part, any credit on Lessor’s books in favor of Lessee, and may extend further credit in any manner whatsoever to Lessee, and generally deal with Lessee or any such security as Lessor may see fit; and Guarantor shall remain bound under this Guaranty notwithstanding any such exchange, surrender, release, change, alteration, renewal, extension, continuance, comprise, waiver, inaction, extension of further credit or other dealing. Notwithstanding any provision to the contrary contained herein, Guarantor hereby unconditionally and irrevocably waives (a) any and all sums rights of subrogation (whether arising under contract, 11 U.S.C. § 509 or otherwise) to the claims, whether existing now or arising hereafter, Lessor may have against Lessee, and (b) any and all rights of reimbursement, contribution or indemnity against Lessee which are now may have heretofore arisen or may hereafter become arise in connection with any guaranty or pledge or grant of any lien or security interest made in connection with the Lease. Guarantor hereby acknowledges that the waiver contained in the preceding sentence (the “Subrogation Waiver”) is given as an inducement to Lessor to enter into the Lease and, in consideration of Lessor’s willingness to enter into the Lease, Guarantor agrees not to amend or modify in any way the Subrogation Waiver without Lessor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Nothing herein contained is intended or shall be construed to give to Guarantor any rights of subrogation or right to participate in any way in Lessor’s right, title or interest in the Lease, notwithstanding any payments made by Guarantor to or toward any payments due from Guarantor under this Guaranty, all such rights of subrogation and participation being hereby expressly waived and released. Guarantor hereby expressly waives (a) notice of acceptance of this Guaranty; (b) presentment and demand for payment of any of the Borrower Liabilities of Lessee; (c) protest and notice of dishonor or default to the Lender under Guarantor or pursuant to any other party with respect to any of the Obligations Liabilities of Lessee; (d) all other notice to which Guarantor might otherwise be entitled; (e) any law requiring Lessor to institute an action against any other party (including, without limitation, Lessee) in order to institute an action or obtain a judgment against Guarantor, as well as any suretyship laws, and (f) any demand for payment under this Guaranty; and Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall not be terminated, affected or impaired by reason of the assertion or the Loan Documents are failure to assert by Lessor against Lessee, or Lessee’s successors and assigns, of any of the rights or remedies reserved to Lessor pursuant to provisions of the Lease. This is an absolute and unconditional guaranty of payment and not paid of collection and Guarantor further waives any right to require that any action be brought against Lessee or any other person or entity or to require that resort be had to any security or to any balance of any deposit account or credit on the books of Lessor in favor of Lessee or any other person or entity. Successive recoveries may be had hereunder. No invalidity, irregularity or unenforceability of all or any part of the Lease shall affect, impair or be a defense to this Guaranty and this Guaranty shall constitute a primary obligation of Guarantor. Each reference herein to Lessor shall be deemed to include its successors and assigns, in whose favor the provisions of this Guaranty shall also inure. Each reference herein to Guarantor shall be deemed to include the successors and assigns of Guarantor, all of whom shall be bound by the Borrower provisions of this Guaranty. No delay on the part of Lessor in exercising any rights hereunder or failure to exercise the same shall operate as a waiver of such rights; no notice to or demand on Guarantor shall be deemed to be a waiver of the obligation of Guarantor or of the right of Lessor to take further action without notice or demand as provided herein; nor in any event shall any modification or waiver of the provisions of this Guaranty nor any termination hereof be effective unless in writing signed by Lessor, nor shall any waiver be applicable except in the specific instance for which given. This Guaranty shall continue to be effective or be reinstated, as the case may be, if any payment of Guarantor on account of the Liabilities of Lessee must be returned by Lessor upon the insolvency, bankruptcy or reorganization of Lessee, Guarantor, or otherwise, as though such payment had not been made. This Guaranty is, and shall be deemed to be, a contract entered into under and pursuant to the laws of the State of New York and shall be in all respects governed, construed, applied and enforced in accordance with their termsthe laws of the State of New York; and no defense given or allowed by the laws of any other state or country shall be interposed in any action or proceeding hereon unless such defense is also given or allowed by the laws of the State of New York. In any action or proceeding arising out of this Guaranty, Guarantor agrees to submit to personal jurisdiction in the State of New York. Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (costs and expenses, including, without limitation, reasonable attorneys' fees and court costs) paid or ’ fees, which are incurred by Lessor in the Lender in endeavoring (x) to collect any indebtedness evidenced by any enforcement 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 may be executed in one or more counterparts, each of which counterparts shall be an original. All of Lessor’s rights and remedies under the Lease or under this Guaranty are intended to be distinct, separate and cumulative and no such right and remedy therein or herein mentioned is intended to be in exclusion of or a continuing Guaranty waiver of all the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) others. As an additional a further inducement to Lessor to accept the Lender to extend credit to Lease and in consideration thereof Lessor and Guarantor covenant and agree that in any action or proceeding brought on, under or by virtue of this Guaranty, Lessor and the BorrowerGuarantor shall and do hereby waive trial by jury. Unless otherwise agreed in writing by Lessor, the Guarantor, if a stockholder this Guaranty shall not be affected by any assignment of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned Lease by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldLessee.

Guaranty. (a) To induce The Guarantor shall issue and enter into the Lender to extend credit Guaranty and such other documents as may be reasonably requested by the Bank relating to the Borrower pursuant Credit Facility (to the Loan Agreement, the Guarantor hereby irrevocably and unconditionally guarantees extent reasonably acceptable to the LenderGuarantor) as soon as reasonably practicable after its receipt of the documentation relating to the Credit Facility; provided, its successors and assigns that the following conditions are either satisfied or waived by the Guarantor: (i) After giving effect to the full Guaranty and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitationCredit Facility, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, Aggregate Loan Amount will not exceed the Maximum Loan Amount; (ii) No Potential Trigger Event has occurred and is continuing, or would result from the full Company entering into the Credit Facility and prompt payment and performance of all terms, conditions and covenants contained in other documents contemplated by the Loan Agreement and Credit Facility; (iii) The Bank providing the full Credit Facility, each potential leasing company and prompt performance each potential truck customer under the Truck Program shall be acceptable to the Guarantor; (iv) The Credit Facility shall (A) expire and all Loans shall mature prior to December 31, 2023, and (B) provide that the Company may not request Loans or advances thereunder following the third anniversary of the date of this Agreement; (v) The terms of the Credit Facility shall provide that any and all other obligations cash proceeds received by the Company following the foreclosure and/or enforcement by the Bank providing the Credit Facility or a leasing company against any collateral (including trucks in the Truck Program) inuring to the Company’s benefit shall be applied to the mandatory prepayment of the Borrower Loans under any other documents or instruments referred to the Credit Facility; (vi) In no event shall advances under the Credit Facility be made on a revolving basis and amounts borrowed and repaid shall not be re-borrowed; (vii) The Guarantor shall have received payment of all accrued and payable Guarantee Fees, expenses and interest; (viii) The Security Documents shall have been executed and delivered by the parties thereto; and (ix) The Guaranty is substantially in the Loan Agreement form of Exhibit F hereto or now or hereafter evidencing, securing, or otherwise relating to such other form as the Obligations or Guarantor may agree with the Loan Documents. The Guarantor hereby agrees Bank (it being understood 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make negotiate the form of Guaranty with 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 Bank 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceablegood faith). (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. In consideration of, and as an inducement for the granting, execution and delivery of the foregoing Lease Agreement dated November 1, 2021 (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement“Lease”), by UTAH LAND & CAPITAL, LLC, a California limited liability company, the Guarantor Landlord therein named (“Landlord”), to QUANTUMSCAPE BATTERY, INC., a Delaware corporation, the Tenant therein named (“Tenant”), and other good and valuable consideration, QUANTUMSCAPE CORPORATION, a Delaware corporation (“Guarantor”), hereby irrevocably and unconditionally guarantees to Landlord, its successors and assigns, the Lenderfull and prompt payment of rent, including, but not limited to, the Annual Basic Rent (as defined in the Lease) and additional rent and any and all other sums and charges payable by Tenant, its successors and assigns (i) the under said Lease, and full performance and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, observance of all of the Obligationscovenants, 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 agreements therein provided to be performed and observed by Tenant, its successors and assigns under the Lease. In the event that Tenant fails in the Loan Agreement and (iii) payment of any amounts, payable by Tenant under said Lease, or fails in the full and prompt performance of any of the terms, covenants, provisions or conditions contained in said Lease, Guarantor will forthwith pay such amount to Landlord and any arrears thereof, and will forthwith faithfully perform and fulfill all of such terms, covenants, conditions and provisions. This Guaranty is an absolute and unconditional guaranty of payment and of performance. It shall be enforceable against Guarantor, its successors and assigns, without the necessity for any suit or proceedings on Landlord’s part of any kind or nature whatsoever against Tenant, its successors and assigns, and without the necessity of any notice of non-payment, non-performance or non-observance or any notice of acceptance of this Guaranty or any other notice of demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives; and Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected or impaired by reason of the Borrower under any other documents assertion or instruments referred the failure to in the Loan Agreement or now or hereafter evidencing, securingassert by Landlord against Tenant, or otherwise relating to the Obligations or the Loan Documents. The Guarantor hereby agrees that if Tenant’s successors and assigns, of any of the Obligationsright or remedies of Landlord pursuant to the provisions of the said Lease. The Guaranty shall be a continuing guaranty, duties and covenants are the liability of Guarantor hereunder shall in no way be affected, modified or diminished by reason of any assignment (except in the event that Landlord has expressly consented in writing (in a document separate from the Lease) to an assignment or other transfer under which Tenant or an affiliate thereof retains no liability or obligations under the Lease), modification or extension of the Lease or by reason of any modification or waiver of or change in any of the terms, covenants, conditions or provisions of said Lease, or by reason of any extension of time that may be granted by Landlord to Tenant, its successors or assigns, or by reason of any dealings or transactions or matter or things occurring between Landlord and Tenant, its successors or assigns whether or not paid notice thereof is given to Guarantor. If any Letter of Credit (as defined in the Lease) as required by the Borrower Landlord pursuant to and in accordance with their respective the terms or if any and all sums which are now or may hereafter become due from conditions of the Borrower Lease is issued for the account of Guarantor, on behalf of Tenant, Guarantor acknowledges and agrees that, notwithstanding anything to the Lender contrary set forth in the Lease, herein or at law, Landlord shall have no obligation to provide notice to or otherwise pursue any remedy against Guarantor prior to making a drawing under the Letter of Credit. If Landlord makes a drawing under such Letter of Credit and Guarantor advances any sums to Tenant or pursuant on Tenant’s behalf, such sums shall be subordinate in all respects to the amounts then or thereafter due and owing to Landlord by Tenant. Any delivery of and/or drawing under such Letter of Credit shall in no way limit, reduce or satisfy Guarantor’s liabilities and/or obligations under this Guaranty. In any action brought to enforce any covenant, term or condition of the Obligations or the Loan Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitationthis Guaranty, reasonable attorneys' ’ fees and court costs) paid or incurred shall be awarded to the prevailing party, measured by the Lender extent that such party in endeavoring fact prevails in the action as determined by the extent it in fact succeeds in each claim or defense asserted by it (x“Prevailing Party Fees”). From time to time, as may be reasonably necessary while this Guaranty remains in full force and effect, Guarantor agrees to certify to any prospective mortgage lender of Landlord that this Guaranty remains in full force and effect. TO THE EXTENT PERMITTED BY APPLICABLE LAWS, EACH OF GUARANTOR AND LANDLORD HEREBY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT UNDER OR BY VIRTUE OF THIS GUARANTY. If any provision of this Guaranty is held to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Guaranty shall remain in full force and effect. Guarantor represents and warrants to Landlord that (a) to collect any indebtedness evidenced by any Guarantor is duly formed, validly existing and in good standing under the laws of the Obligations or state under which Guarantor is organized, and (b) the Loan Documents, or any portion thereof, (yperson(s) signing this Guaranty are duly authorized to enforce any execute and deliver this Guaranty on behalf of the Obligations of the Borrower guaranteed hereby, or (z) to enforce this GuarantyGuarantor. This Guaranty shall be a continuing Guaranty of all the Obligations binding upon Guarantor and all of the duties Guarantor’s heirs, administrators, executors, successors and covenants of the Borrower created pursuant to any and all of the Loan Documentsassigns, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undeterminedas applicable, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement shall inure to the Lender benefit of Landlord, its successors and assigns, provided, however, Guarantor shall not be permitted to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor assign this Guaranty without the prior written consent of Landlord. Without limiting the Lendergenerality of the preceding sentence, Guarantor specifically agrees that this Guaranty may be (a) freely assigned by Landlord and (b) enforced by Landlord’s mortgagee. Guarantor agrees that this Guaranty shall be governed by and construed according to the laws of the state in which consent will not be unreasonably withheldthe Premises are located and Guarantor is subject to the jurisdiction of the court of the county or relevant political subdivision in which the Premises are located or of the federal district court in which the Premises are located. Guarantor hereby waives, to the fullest extent permitted by law, all rights to require Landlord to (i) proceed against Tenant, (ii) proceed against or exhaust any collateral held by Landlord to secure the payment of Tenant’s obligations under the Lease or (iii) pursue any other remedy it may now or hereafter have against Tenant, including any and all benefits under California Civil Code Sections 2845, 2849 and 2850.

Guaranty. (a) To induce The Guarantors, jointly and severally, unconditionally and irrevocably guarantee to Collateral Agent, for the Lender to extend credit to benefit of the Borrower pursuant to the Loan AgreementBuyers, the Guarantor hereby irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) the full and prompt payment when due(whether at stated maturity, whether by acceleration acceleration, or otherwise, with such interest as may accrue thereon either before or after maturity thereof, ) and performance of all of Obligations, as that term is defined in the ObligationsSecurity Agreement (or solely with respect to the guaranty of the Canadian Subsidiary, as that term is defined in the Canadian Security Agreement), including, without limitation, limitation (i) all principal of and interest on 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 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses Notes (including, without limitation, all interest that accrues after the commencement of any insolvency proceeding of any Grantor, whether or not the payment of such interest is unenforceable or is not allowable due to the existence of such insolvency proceeding), and (ii) all fees, interest, premiums, penalties, contract causes of action, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (the “Guaranteed Obligations”), and agrees to pay any and all expenses (including reasonable attorneys' counsel fees and court costsexpenses) paid or incurred by the Lender in endeavoring (x) to collect any indebtedness evidenced by any of the Obligations or the Loan Documents, Collateral Agent or any portion thereof, (y) to enforce Buyer in enforcing any of the Obligations of the Borrower guaranteed hereby, or (z) to enforce rights under this Guaranty. This Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed to the Collateral Agent or any Buyer by any party to the Securities Purchase Agreement, the Notes, or the other Transaction Documents (the “Transaction Parties”) but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Company or any Guarantors. Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial or state law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be a continuing Guaranty of all the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement limited to the Lender to extend credit to maximum amount as will result in the Borrower, the Guarantor, if Guaranteed Obligations of such Guarantor under this Guaranty not constituting a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey fraudulent transfer or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldconveyance.

Guaranty. (ai) To induce the Lender to extend credit For value received and in consideration of any loan, advance or financial accommodation of any kind whatsoever heretofore, now or hereafter made, given or granted to the Borrower pursuant to by the Loan AgreementLenders, the Guarantor hereby irrevocably and unconditionally guarantees to for the Lender, its successors and assigns (i) benefit of each of the Holders of Obligations the full and prompt payment when due, whether due and payable (by acceleration or otherwise) following the occurrence of a Default, with such interest as may accrue thereon either before or after maturity thereofand at all times thereafter, of all of the Obligations, Obligations (including, without limitation, interest accruing following the Revolving Loansfiling of a bankruptcy petition by or against the Borrower, together with all renewalsat the applicable rate specified in the Credit Agreement, modificationswhether or not such interest is allowed as a claim in bankruptcy); provided, consolidationshowever, and extensions thereof, that the liability of the Guarantor under this Guaranty shall be limited to the Expenses plus an amount equal to the Maximum Guaranty Amount in effect at such time. (ii) After the occurrence and during the continuance of a Default, the Guarantor shall (a) pay to the Administrative Agent, for the benefit of the Holders of Obligations, within three (3) days of the occurrence of the Default and in immediately available funds, 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 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 amount of the Obligations or (including any portion thereof which is not yet due and payable), and (b) pay to the Loan Documents are not paid by Administrative Agent and reimburse the Borrower Administrative Agent for, on demand (but no sooner than three (3) days after the occurrence of the Default) and in accordance with their termsimmediately available funds, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable and documented fees, costs and expenses (including, without limitation, all reasonable and documented court costs and attorneys' fees and court costsparalegals' fees, costs and expenses) paid or incurred by the Lender in endeavoring (x) to collect any indebtedness evidenced by Administrative Agent or any of the Holders of Obligations or the Loan Documents, in: (1) endeavoring to collect all or any portion thereof, (y) to enforce any part of the Obligations from, or in prosecuting any action against, the Guarantor relating to this Guaranty or the transactions contemplated thereby; and (2) preserving, protecting or defending the enforceability of, or enforcing, this Guaranty or their respective rights hereunder (all such costs and expenses are hereinafter referred to as the "Expenses"); provided, however, that the liability of the Borrower guaranteed hereby, or (z) to enforce Guarantor under this Guaranty. This Guaranty shall be a continuing Guaranty of all the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement limited to the Lender to extend credit Expenses plus an amount equal to the Borrower, the Guarantor, if Maximum Guaranty Amount in effect at such time. The Guarantor hereby agrees that this Guaranty is an absolute guaranty of payment and is not a stockholder guaranty of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldcollection.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Each U.S. Loan AgreementGuarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally liable for, the Guarantor hereby and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably and unconditionally guarantees to the LenderSecured Parties, its successors and assigns (i) the full and prompt payment when due, whether by at stated maturity, upon acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereofand at all times thereafter, of the Secured Obligations and all costs and expenses to the extent required by Section 9.03, paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring to collect 112 (b) Each Canadian Loan Guarantor (other than those that have delivered a separate Guaranty) 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 Secured Parties, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Obligations, including, without limitationCanadian Secured Obligations and all costs and expenses to the extent required by Section 9.03 paid or incurred by the Administrative Agent, the Revolving LoansIssuing Bank and the Lenders in endeavoring to collect all or any part of the Canadian Secured Obligations from, or in prosecuting any action against, any Canadian Borrower, any Canadian Loan Guarantor or any other guarantor of all or any part of the Canadian Secured Obligations (such costs and expenses, together with all renewalsthe Canadian Secured Obligations, modificationscollectively the “Canadian Guaranteed Obligations”); provided, consolidationshowever, that the definition of “Canadian Guaranteed Obligations” shall not create any guarantee by any Canadian Loan Guarantor of (or grant of security interest by any Canadian Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Canadian Loan Guarantor for purposes of determining any obligations of any Canadian Loan Guarantor). Each Canadian Loan Guarantor further agrees that the Canadian Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and extensions thereof, (ii) 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 full and prompt payment and performance of all terms, conditions and covenants Canadian Guaranteed Obligations. Notwithstanding anything contained in the Loan this 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 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses contrary (including, without limitation, reasonable attorneys' fees and court costs) paid or incurred by the Lender in endeavoring (x) to collect this Section 10.01), no Canadian Loan Party shall guarantee 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceableU.S. Secured Obligations. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. (a) To induce the Lender Subject to extend credit to the Borrower pursuant to the Loan AgreementSection 23 below, the each Guarantor hereby jointly and severally, irrevocably and unconditionally unconditionally, guarantees to the Lender, its successors and assigns (i) the full and prompt punctual payment when 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, by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Loans, L/C Obligations, including, without limitationand all other Obligations owing by the Company to the Lenders, the Revolving LoansAdministrative Agent, together with the Swingline Leader, the Issuing Banks and Other Agents, or any of them, under the Credit Agreement, the Notes, and the other Credit Documents, including all renewals, modificationsextensions, consolidations, modifications and extensions refinancings 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 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 Documents are not paid by the Borrower in accordance with their terms, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter madeowing, whether for principal, interest, fees, expenses or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders or created the Administrative Agent in enforcing any rights under this Guaranty (collectively, the “Guaranteed Obligations”), including without limitation, all interest which, but for the filing of a petition in bankruptcy, would accrue on any principal portion of the Guaranteed Obligations. Any and pursuant all payments by each 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 it would otherwise be entitled to receive with respect to the Guaranteed Obligations (but without duplication of amounts for Indemnified Taxes already included in the Guaranteed Obligations). Each 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 Loan Documents whether voluntary Guaranteed Obligations without proceeding against the Company, against any security for the Guaranteed Obligations, against any other Guarantor or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder under any other guaranty covering any portion of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldGuaranteed Obligations.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor The Guarantors hereby jointly and severally unconditionally and irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) guarantee the full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereofof, of all of and the performance of, (a) the Obligations, includingwhether now or hereafter existing and whether for principal, without limitationinterest, the Revolving Loansfees, together with all renewals, modifications, consolidations, and extensions thereofexpenses or otherwise, (iib) the full and prompt payment and performance of all termsSwap Obligations, conditions and covenants contained in the Loan Agreement and (iiic) 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 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys' expenses and counsel fees and court costsexpenses of the Administrative Agent and the Lenders) paid or incurred by the Lender in endeavoring (x) to collect any indebtedness evidenced by any of the Obligations or Guarantied Parties in enforcing any rights under this Guaranty and (d) all present and future amounts that would become due but for the Loan Documentsoperation of any provision of Debtor Relief Laws, 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 the Obligations and all of the duties present and covenants of the Borrower created pursuant to any future accrued and all of the Loan Documentsunpaid 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 all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant (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 voluntary at stated maturity, by acceleration or involuntaryotherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent of the Borrower’s failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Obligations or Swap Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contingentcontemporaneously to accelerate payment of any of the Guarantied Obligations, liquidated to institute suit or unliquidatedexhaust any rights against any Loan Party, determined or undeterminedto 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”), the obligations of any Guarantor under this Section 1 would otherwise, after giving effect to (a) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany Indebtedness to the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to the Lender 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 extend credit to the Borrower(i) applicable requirements of Law, the Guarantor, if a stockholder of the Borrower, hereby covenants (ii) Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and agrees not to transfer, assign, sell, convey other Subsidiaries or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock Affiliates of the Borrower now of obligations arising under this Guaranty or hereafter owned by the Guarantor without the prior written consent other guaranties of the Obligations by such parties, be held or determined to be void, invalid or unenforceable, or subordinated to the claims 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, which consent will the Administrative Agent or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not be unreasonably withheldsubordinated to the claims of other creditors as determined in such action or proceeding.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor The Guarantors hereby jointly and severally unconditionally and irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) guarantee the full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidationsof, and extensions thereofthe performance of, (iia) the full Obligations (excluding obligations arising under any Swap Contract to which an Affiliate of any Lender is a party that was entered into prior to the time such Lender became a Lender), whether now or hereafter existing and prompt payment and performance of all termswhether for principal, conditions and covenants contained in the Loan Agreement and interest, fees, expenses or otherwise, (iiib) 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 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys' expenses and reasonable counsel fees and court costsexpenses of the Administrative Agent and the Lenders) paid or incurred by the Lender in endeavoring (x) to collect any indebtedness evidenced by any of the Obligations or Guarantied Parties in enforcing any rights under this Guaranty and (c) all present and future amounts that would become due but for the Loan Documentsoperation of any provision of Debtor Relief Laws, 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 the Obligations and all of the duties present and covenants of the Borrower created pursuant to any future accrued and all of the Loan Documentsunpaid 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) and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant (c) 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 voluntary at stated maturity, by acceleration or involuntaryotherwise), the Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors' receipt of notice from the Administrative Agent of the Borrower's failure to pay the same, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or the creation or incurrence of any of the Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contingentcontemporaneously to accelerate payment of any of the Guarantied Obligations, liquidated to institute suit or unliquidatedexhaust any rights against any Loan Party, determined or undeterminedto 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"), the obligations of any Guarantor under this Section 1 would otherwise, after giving effect to (a) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany Indebtedness to the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to the Lender 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 extend credit to the Borrower(i) applicable requirements of Law, the Guarantor, if a stockholder of the Borrower, hereby covenants (ii) Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and agrees not to transfer, assign, sell, convey other Subsidiaries or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock Affiliates of the Borrower now of obligations arising under this Guaranty or hereafter owned by the Guarantor without the prior written consent other guaranties of the Obligations by such parties, be held or determined to be void, invalid or unenforceable, or subordinated to the claims 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, which consent will the Administrative Agent or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not be unreasonably withheldsubordinated to the claims of other creditors as determined in such action or proceeding.

Guaranty. (a) To induce the Lender For value received and in consideration of any loan, advance, or financial accommodation of any kind whatsoever heretofore, now, or hereafter made, given, or granted to extend credit to the Borrower pursuant to the Loan Agreement, the as Guarantor hereby irrevocably absolutely, irrevocably, and unconditionally guarantees to the Lender, its successors and assigns : (i) the full and prompt payment and performance when duedue (whether at maturity, whether by declaration, acceleration or otherwise) of all, with such loans, advances, debts, principal, interest as may accrue thereon either before or after maturity thereof(including any interest that, but for the provisions of all Title 11 of the United States Code (the “Bankruptcy Code”), would have accrued), contingent reimbursement obligations with respect to outstanding letters of credit, premiums, liabilities (including all amounts charged to Borrower pursuant hereto), obligations, fees, charges, costs, ▇▇▇▇▇▇’s expenses (including any fees or expenses that, but for the provisions of the Bankruptcy Code, would have accrued), payments, guaranties, covenants, and duties of any kind and description owing by Borrower to Lender, whether pursuant to or evidenced by the Loan Agreement (as herein below defined), Promissory Note, Pledge of Capital Contributions, this Guaranty and any other instrument executed as security for the indebtedness evidenced thereby (the “Loan Documents”) or otherwise, and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all Lender’s expenses that Borrower is required to pay or reimburse by the Loan Documents, by law, or otherwise (the “Obligations” or “Guaranteed Obligations”), including, without limitation, the Revolving Loans, together with all renewalsextensions, modifications, consolidationsand renewals thereof, and extensions substitutions therefor, whether absolute or contingent, direct or indirect, matured or unmatured, sole, joint or several, of any nature whatsoever, without regard to validity, enforceability, or regularity thereof, including, without limitation, all expenses (including any costs of attorneys’ fees and disbursements) incurred by the Lender in enforcing any rights with regard to or collecting against Guarantor under this Guaranty and (ii) the due and punctual performance of and/or compliance with all of the terms, conditions, and covenants contained in the Loan Agreement (as herein below defined) and the other Loan Documents to be performed or complied with by Borrower and the accuracy of Borrower’s representations and warranties contained in the Loan Agreement and the other Loan Documents (hereinafter collectively referred to as the “Guaranteed Obligations”. Guarantor hereby absolutely, irrevocably, and unconditionally guarantees to Lender 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 evidencing, securing, or otherwise relating to the Guaranteed Obligations or the Loan Documents. The Guarantor hereby agrees that if when any of the Obligations, duties and covenants Guaranteed Obligations 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 Documents are not paid by the Borrower in accordance with their terms, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documentsdue, including, without limitation, any and all advanceson the occurrence of an Event of Default, debts, obligations, covenants and liabilities heretofore, now by reason of the maturity or hereafter made, incurred or created under and pursuant to acceleration of any of the Loan Documents whether voluntary Guaranteed Obligations, on the occurrence of a default under the terms of this Guaranty, or involuntary, absolute or contingent, liquidated or unliquidated, determined or undeterminedotherwise, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceableat any times after the date when due. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. (a) To induce the Lender to extend credit to the Guarantor, regardless of any percentage of ownership or interest -------- in Borrower pursuant to the Loan Agreementby Guarantor, the Guarantor if any, hereby irrevocably absolutely, continually, irrevocably, and unconditionally guarantees to the Lender, its successors and assigns (i) Bank the full and prompt payment when due, whether a maturity, by acceleration acceleration, or otherwiseotherwise (check appropriate provision): [X] the full amount of all, with such interest as may accrue thereon either before or after maturity thereofor, [ ] to the amount of (_________)Dollars, of the -------------------------------------- indebtedness, liabilities and obligations of Borrower to Bank of every kind and nature, whether absolute or contingent or not, due or to become due, primary or secondary, now existing or hereafter arising, secured or unsecured created directly or acquired indirectly, and however evidenced by any instrument(s) that create(s) or constitute(s) obligation(s) of Borrower to Bank, AND IN ADDITION, all interest thereon and any fees, costs, and expenses or other amounts provided for under the documentation of the Obligationssuch obligations, includingany renewals, without limitation, the Revolving Loans, together with all renewalsextensions, modifications, consolidationsand/or refinances thereof, and extensions thereofall reasonable fees, (ii) the full costs, 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 expenses of the Borrower under any other documents or instruments referred to Bank's counsel, incurred in the Loan Agreement or now or hereafter 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 connection 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 and/or the Loan Documents are not paid by the Borrower in accordance with their termsenforcement of this Guaranty, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitation, reasonable attorneys' and any post-bankruptcy petition interest and attorney's fees and court costsany other amounts which Borrower is prohibited or discharged from paying, or which do not otherwise accrue as part of the Obligations due to Borrower's discharge (all hereinafter the "Obligations"). Nothing in this Guaranty is intended to require nor should it be construed to require the signature of the spouse of any Borrower, if any, in violation of Regulation B.12 CFR Part 202.7 in connection with this or any other indebtedness or Obligations of Borrower to Bank. If limited to a stated amount above, Guarantor agrees: (a) paid that any payment made by Guarantor shall only be effective to reduce the stated limit of liability if accompanied by a written transmittal document, received by Bank, advising that such payment is made under this Guaranty for such purpose; and (b) that Bank may create, renew, refinance, extend, modify or incurred by the Lender in endeavoring (x) to collect any indebtedness evidenced by continue any of the Obligations or in excess of said limit and may apply any sums received on the Loan Documents, or Obligations from any portion thereof, (y) other source to enforce any payment of the Obligations of the Borrower guaranteed hereby, or (z) to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, includingexcess, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any reducing the liability of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceableGuarantor hereunder. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. The Company and each Designated Borrower that is a Domestic Subsidiary (a) To induce the Lender to extend credit to “Borrower Guarantors”), jointly and severally with the Borrower pursuant to the Loan Agreementother Guarantors, the Guarantor hereby irrevocably absolutely and unconditionally guarantees to the Lenderguarantees, its successors as a guaranty of payment and assigns (i) the full performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by acceleration required prepayment, upon acceleration, demand or otherwise, with such interest as may accrue thereon either before or after maturity thereofand at all times thereafter, of any and all of the Obligations, includingwhether for principal, without limitationinterest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Revolving LoansBorrowers to the Creditor Parties, together with and whether arising hereunder or under any other Loan Document (including all renewals, modificationsextensions, consolidations, amendments 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 other modifications thereof and all other obligations of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencingcosts, securing, or otherwise relating attorneys’ fees and expenses payable 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 Creditor Parties pursuant to the Lender under or pursuant to any terms of the Obligations or the Loan Documents are not paid by the Borrower in accordance with their termsthis Agreement, 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 Documentsincluding Section 10.04(a), or any other Loan Document); provided that the liability of each Borrower Guarantor that is a Designated Borrower individually with respect to this Borrower Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law. Without limiting the generality of the foregoing, the Obligations shall include any such indebtedness, obligations, and liabilities, or 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants which may be or hereafter become unenforceable. (b) As unenforceable or compromised or shall be an additional inducement allowed or disallowed claim under any proceeding or case commenced by or against any Borrower under any Debtor Relief Laws. 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 Borrower Guarantors, and conclusive for the purpose of establishing the amount of the Obligations. This Borrower Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Lender to extend credit Obligations which might otherwise constitute a defense to the Borrowerobligations of any Borrower Guarantor under this Borrower Guaranty, the Guarantor, if a stockholder and each Borrower Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the Borrowerforegoing, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any than the defense of payment in full of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldObligations.

Guaranty. (a) To induce Guarantor absolutely, unconditionally and irrevocably guarantees and agrees to be liable for the Lender to extend credit to full payment and performance when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of the Borrower pursuant to “Obligations” (as defined in the Loan Agreement) of the Applicable Borrower (all of which obligations of Guarantor are collectively referred to herein as the “Guaranteed Obligations”); provided, however, that Guarantor shall only be liable under this Guaranty for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty, as it relates to Guarantor, voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer and not for any greater amount. (b) This Guaranty is a guaranty of payment and not of collection. Guarantor hereby irrevocably and unconditionally guarantees agrees that no Lender Party need attempt to collect any Guaranteed Obligations from Applicable Borrower, Guarantor or any other Obligor or to realize upon any collateral, but may require Guarantor to make immediate payment of all of the LenderGuaranteed Obligations to Agent, its successors and assigns (i) for the full and prompt payment benefit of Lender Parties, when due, whether by maturity, acceleration or otherwise, with such interest as or at any time thereafter. Agent may accrue thereon either before or after maturity thereof, of all apply any amounts received in respect of the Obligations, 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 evidencing, securing, or otherwise relating to the Guaranteed 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 Guaranteed Obligations, in whole or the Loan Documents are not paid by the Borrower in part and in such order as Agent may elect in accordance with their terms, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceableAgreement. (bc) As an additional inducement Payment by Guarantor shall be made in Dollars to Agent, for the benefit of Lender Parties, at the office of Agent from time to time on demand as Guaranteed Obligations become due. Guarantor shall make all payments to Agent, for the benefit of Lender Parties, on the Guaranteed Obligations free and clear of, and without deduction or withholding for or on account of, any setoff, counterclaim, defense, duties, taxes, levies, imposts, fees, deductions, withholding, restrictions or conditions of any kind as provided in the Loan Agreement. One or more successive or concurrent actions may be brought hereon against Guarantor either in the same action in which Applicable Borrower or any other Obligor is sued or in separate actions. In the event any claim or action, or action on any judgment, based on this Guaranty is brought against Guarantor, Guarantor agrees, to the Lender to extend credit to the Borrowerextent permitted by applicable law, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transferdeduct, assignsetoff, sell, convey or otherwise dispose of, grant seek any option, warrant counterclaim for or recoup any amounts which are or may be owed by Agent or any other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldLender Party to Guarantor.

Guaranty. Each Borrower and each Guarantor, other than Subsidiaries that are Excluded Subsidiaries, severally, unconditionally and irrevocably guarantees (a) To induce the Lender to extend credit to undertaking by each Borrower and each Guarantor under this Article VIII being the Borrower pursuant to the Loan Agreement, the Guarantor hereby irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i“Guaranty”) the full and prompt punctual payment when due, whether at scheduled maturity or at a date fixed for prepayment or by acceleration acceleration, demand or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all Cash Management Obligations of the Loan Parties and the other Restricted Subsidiaries of the BorrowerBorrowers, all Obligations under Secured Hedge Agreements but excluding all Excluded Swap Obligations, and all other Obligations of each of the other Loan Parties and each Specified Hedge Agreement SubsidiariesRestricted Subsidiary now or hereafter existing under or in respect of the Loan Documents (including, without limitation, the Revolving Loans, together with all renewalsany extensions, modifications, consolidationssubstitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and extensions thereofwhether for principal, interest, premium, fees, indemnification payments, contract causes of action, costs, expenses or otherwise (such 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 provided, further, that notwithstanding anything herein to the contrary, (iia) any Borrower that is a Foreign Subsidiary shall not guarantee the full Obligations of ▇▇▇▇ or, any other Loan Party or any other Restricted Subsidiary other than the Obligations of any other Borrower that is a Foreign Subsidiary, (b) any Borrower that is a Foreign Subsidiary shall guarantee the Obligations of any other Borrower that is a Foreign Subsidiary only to the extent such guarantee could not reasonably be expected to result in a material adverse tax consequence to ▇▇▇▇ or one of its Subsidiaries (as determined in good faith by ▇▇▇▇), (c) any Guarantees by Foreign Subsidiaries shall be subject to any applicable general mandatory statutory limitations, fraudulent preference, “thin capitalization” rules, exchange control restrictions, corporate benefit, financial assistance and prompt payment customary guarantee limitation language to be agreed by the Administrative Agent and performance ▇▇▇▇ in respect of all terms, conditions and covenants contained in the Loan Agreement relevant jurisdiction and (iiid) any Guarantees by domestic Loan Parties of the full Obligations of any Borrower that is a Foreign Subsidiary shall only be required to the extent such guarantee could not reasonably be expected to result in a material adverse tax consequence to ▇▇▇▇ or one of its Subsidiaries (as determined in good faith by ▇▇▇▇), and prompt performance of agrees to pay any and all other obligations of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter 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 Documents are not paid by the Borrower in accordance with their terms, 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 costsexpenses of counsel) paid or incurred by the Lender Administrative Agent or any of the other Secured Parties solely in endeavoring (x) enforcing any rights under this Guaranty. Without limiting the generality of the foregoing, each Borrower’s and each Guarantor’s respective liability shall extend to collect any indebtedness evidenced all amounts that constitute part of the Guaranteed Obligations and would be owed by any of the Obligations or the other Loan Documents, Parties or any portion thereof, (y) Specified Hedge AgreementRestricted Subsidiary to enforce the Administrative Agent or any of the Obligations of the Borrower guaranteed hereby, other Secured Parties under or (z) to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any in respect of the Loan Documents whether voluntary but for the fact that they are unenforceable or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement not allowable due to the Lender to extend credit to the Borrowerexistence of a bankruptcy, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey reorganization or otherwise dispose of, grant any option, warrant or similar proceeding involving such other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldLoan Party.

Guaranty. (ai) To induce the Lender to extend credit to the Borrower pursuant to the Each U.S. Loan AgreementGuarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally liable for, the Guarantor hereby and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably and unconditionally guarantees to the LenderSecured Parties, its successors and assigns (i) the full and prompt payment when due, whether by at stated maturity, upon acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereofand at all times thereafter, of the Secured Obligations and all of the Obligationscosts and expenses, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, court costs and extensions thereof, (ii) the full attorneys’ 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 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitation, reasonable attorneys' paralegals’ fees and court costs) expenses paid or incurred by the Lender Administrative Agent, the Issuing Banks and the other Secured Parties in endeavoring (x) to collect all or any indebtedness evidenced part of the 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 Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”, (ii) each UK Borrower 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 applicable Secured Parties the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the UK Secured Obligations (the “UK Guaranteed Obligations”) and (iii) if any UK Guaranteed Obligation is or becomes unenforceable, invalid or illegal, each Loan Guarantor will, as an independent and primary obligation, indemnify the relevant Secured Party immediately on demand against any cost, loss or liability it incurs as a result of any other Loan Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Loan Document on the date when it would have been due (provided that the amount payable by a Loan Guarantor under this indemnity will not exceed the amount it would have had to pay if the amount claimed had been recoverable on the basis of a guaranty); provided, however, that the definition of “definitions of “Guaranteed Obligations” and “UK Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor). Each Loan Guarantor further agrees that the Applicable 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 against any Loan Guarantor by or on behalf of any domestic or foreign branch or Affiliate of any Lender Party that extended any portion of the Guaranteed Obligations.Applicable Guaranteed Obligations. Notwithstanding anything to the contrary set forth in this Article X or any other provisions of this Agreement or any other Loan Document, (i) no UK Borrower shall have any obligation with respect to any portion of the Secured Obligations other than the UK Secured Obligations, (ii) no Collateral owned by any UK Borrower shall secure any portion of the Secured Obligations other than the UK Secured Obligations, and (iii) no UK Borrower shall be required to provide any credit support or make any payment in respect of any U.S. Secured Obligations or the any other obligations of a U.S. Loan Documents, or Guarantor (including any portion thereof, (yobligations for which a UK Borrower and a U.S. Loan Guarantor purportedly have joint and/or several liability) to enforce under any of the Obligations of the Borrower guaranteed hereby, or (z) to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceableDocument. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. (a) To induce A. From the Lender to extend credit to the Borrower pursuant to the Loan AgreementEffective Date, the Guarantor hereby irrevocably continually, absolutely, irrevocably, and unconditionally guarantees to the Lenderfull, its successors faithful, and assigns (i) the full timely payment and prompt payment when due, whether performance by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, Tenant of all of Tenant’s obligations (including the Obligationstimely payment of all amounts that Tenant may at any time owe) under or arising out of the Lease, includingor any extensions, without limitation, the Revolving Loans, together with all renewals, modificationsor modifications of the Lease, consolidations, and extensions thereof, (ii) the full and prompt including payment and performance of all terms, conditions and covenants obligations of Tenant which may survive the expiration or termination of the Lease. The provisions contained in this Section I are collectively referred to herein as the Loan Agreement “Guaranty”. B. Guarantor authorizes Landlord, without notice or demand and without affecting Guarantor’s liability under the Guaranty, to: (iii1) consent or agree to any extensions, accelerations, or other changes in the full lime for any payment provided for in the Lease, or consent or agree to any other alteration of any covenant, term, or condition of the Lease in any respect, and prompt to consent to any assignment, subletting, or reassignment of the Lease; (2) take and hold security for any payment provided for in the Lease or for the performance of any and all other obligations covenant, term, or condition of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencing, securingLease, or otherwise relating exchange, waive, or release any security and Guarantor hereby waives any right to require Landlord to proceed against or exhaust any security including any rights under California Civil Code Sections 2899 and 1433; (3) apply any security and direct the Obligations order or manner of its sale as Landlord may determine. Notwithstanding any termination, renewal, extension or holding over of the Loan DocumentsLease, or any demand for performance, or other enforcement of Guarantors obligations under the Guaranty, the Guaranty shall continue until all of the covenants and obligations on the part of Tenant to be performed have been fully and completely performed by Tenant, and Guarantor shall not be released of any obligation or liability under the Guaranty so long as there is any claim against Tenant arising out of the Lease that has not been satisfied or performed by Tenant or waived in writing for the express benefit of Guarantor; and (4) renew, modify, amend or extend the Lease. The Guarantor hereby agrees that if any waives its rights under California Civil Code Section 2819. C. The obligations of Guarantor under the Guaranty are independent of the Obligationsobligations of Tenant. Landlord may, duties at Landlord’s option, proceed immediately and covenants are not paid by directly against Guarantor, jointly or severally, in order to enforce 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 performance of the Obligations obligations of Tenant under the Lease. A separate action may be brought and prosecuted against Guarantor, whether or not any action is first or subsequently brought against Tenant, or whether or not Tenant is joined in any action, and Guarantor may be joined in any action or proceeding commenced by Landlord against Tenant arising out of, in connection with, or based upon the Loan Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such paymentsLease. The liability of Guarantor hereby further agrees to pay under 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 the Obligations primary and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will it shall not be unreasonably withheldnecessary for Landlord, in order to enforce its rights hereunder, upon the default by Tenant, to first give Guarantor notice of Tenant’s default or institute suit or pursue or exhaust its legal remedies against Tenant.

Guaranty. (a) To induce the Lender to extend credit to the Each Borrower pursuant to the Loan Agreementhereby unconditionally and irrevocably, the Guarantor hereby irrevocably and unconditionally guarantees to the Lender, its successors and assigns : (i) the due and punctual payment in full (and prompt not merely the collectibility) by the other Borrowers of the Obligations, including unpaid and accrued interest thereon, in each case when due and payable, all according to the terms of this Agreement, the Notes and the other Financing Documents; (ii) the due and punctual payment when duein full (and not merely the collectibility) by the other Borrowers of all other sums and charges which may at any time be due and payable in accordance with this Agreement, whether the Notes or any of the other Financing Documents; (iii) the due and punctual performance by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, the other Borrowers of all of the Obligations, 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 other terms, covenants and conditions and covenants contained in the Loan Agreement and Financing Documents; and (iiiiv) all 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 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 Documents are not paid by the Borrower in accordance with their terms, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceableother Borrowers. (b) As an additional inducement The obligations and liabilities of each Borrower as a guarantor under this Section 2.3.9 shall be absolute and unconditional and joint and several, irrespective of the genuineness, validity, priority, regularity or enforceability of this Agreement, any of the Notes or any of the Financing Documents or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Borrower in its capacity as a guarantor expressly agrees that the Lender may, in its sole and absolute discretion, without notice to or further assent of such Borrower and without in any way releasing, affecting or in any way impairing the joint and several obligations and liabilities of such Borrower as a guarantor hereunder: (i) waive compliance with, or any defaults under, or grant any other indulgences under or with respect to any of the Financing Documents; (ii) modify, amend, change or terminate any provisions of any of the Financing Documents; (iii) grant extensions or renewals of or with respect to the Lender to extend credit Credit Facilities, the Notes or any of the other Financing Documents; (iv) effect any release, subordination, compromise or settlement in connection with this Agreement, any of the Notes or any of the other Financing Documents; (v) agree to the Borrowersubstitution, the Guarantorexchange, if a stockholder release or other disposition of the BorrowerCollateral or any part thereof, hereby covenants and agrees not or any other collateral for the Loan or to transferthe subordination of any lien or security interest therein; (vi) make advances for the purpose of performing any term, assignprovision or covenant contained in this Agreement, sell, convey any of the Notes or otherwise dispose of, grant any option, warrant or of the other right Financing Documents with respect toto which the Borrowers shall then be in default; (vii) make future advances pursuant to this Agreement or any of the other Financing Documents; (viii) assign, pledge, hypothecate or otherwise encumber transfer the Commitments, the Obligations, the Notes, any of the capital stock other Financing Documents or any interest therein, all as and to the extent permitted by the provisions of this Agreement; (ix) deal in all respects with the other Borrowers as if this Section 2.3.9 were not in effect; (x) effect any release, compromise or settlement with any of the other Borrowers, whether in their capacity as a Borrower now or hereafter owned as a guarantor under this Section 2.3.9, or any other guarantor; and (xi) provide debtor-in-possession financing or allow use of cash collateral in proceedings under the Bankruptcy Code, it being expressly agreed by all Borrowers that any such financing and/or use would be part of the Guarantor without Obligations. (c) The obligations and liabilities of each Borrower, as guarantor under this Section 2.3.9, shall be primary, direct and immediate, shall not be subject to any counterclaim, recoupment, set off, reduction or defense based upon any claim that a Borrower may have against any one or more of the prior written consent of other Borrowers, the Lender, which consent will and/or any other guarantor and shall not be unreasonably withheldconditional or contingent upon pursuit or enforcement by the Lender of any remedies it may have against the Borrowers with respect to this Agreement, the Notes or any of the other Financing Documents, whether pursuant to the terms thereof or by operation of law. Without limiting the generality of the foregoing, the Lender shall not be required to make any demand upon any of the Borrowers, or to sell the Collateral or otherwise pursue, enforce or exhaust its remedies against the Borrowers or the Collateral either before, concurrently with or after pursuing or enforcing its rights and remedies hereunder. Any one or more successive or concurrent actions or proceedings may be brought against each Borrower under this Section 2.3.9, either in the same action, if any, brought against any one or more of the Borrowers or in separate actions or proceedings, as often as the Lender may deem expedient or advisable. Without limiting the foregoing, it is specifically understood that any modification, limitation or discharge of any of the liabilities or obligations of any one or more of the Borrowers, any other guarantor or any obligor under any of the Financing Documents, arising out of, or by virtue of, any bankruptcy, arrangement, reorganization or similar proceeding for relief of debtors under federal or state law initiated by or against any one or more of the Borrowers, in their respective capacities as borrowers and guarantors under this Section 2.3.9, or under any of the Financing Documents shall not modify, limit, lessen, reduce, impair, discharge, or otherwise affect the liability of each Borrower under this Section 2.3.9 in any manner whatsoever, and this Section 2.3.9 shall remain and continue in full force and effect. It is the intent and purpose of this Section 2.3.9 that each Borrower shall and does hereby waive all rights and benefits which might accrue to any other guarantor by reason of any such proceeding, and the Borrowers agree that they shall be liable for the full amount of the obligations and liabilities under this Section 2.3.9, regardless of, and irrespective to, any modification, limitation or discharge of the liability of any one or more of the Borrowers, any other guarantor or any obligor under any of the Financing Documents, that may result from any such proceedings. (d) Each Borrower, as guarantor under this Section 2.3.9, hereby unconditionally, jointly and severally, irrevocably and expressly waives: (i) presentment and demand for payment of the Obligations and protest of non-payment; (ii) notice of acceptance of this Section 2.3.9 and of presentment, demand and protest thereof; (iii) notice of any default hereunder or under the Notes or any of the other Financing Documents and notice of all indulgences; (iv) notice of any increase in the amount of any portion of or all of the indebtedness guaranteed by this Section 2.3.9; (v) demand for observance, performance or enforcement of any of the terms or provisions of this Section 2.3.9, the Notes or any of the other Financing Documents; (vi) all errors and omissions in connection with the Lender’s administration of all indebtedness guaranteed by this Section 2.3.9, except errors and omissions resulting from acts of bad faith; (vii) any right or claim of right to cause a marshalling of the assets of any one or more of the other Borrowers; (viii) any act or omission of the Lender which changes the scope of the risk as guarantor hereunder; and (ix) all other notices and demands otherwise required by law which the Borrower may lawfully waive. Within ten (10) days following any request of the Lender so to do, each Borrower will furnish the Lender and such other persons as the Lender may direct with a written certificate, duly acknowledged stating in detail whether or not any credits, offsets or defenses exist with respect to this Section 2.3.9.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor Guarantors hereby jointly and severally unconditionally and irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) guarantee the full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereofof, of all of and the performance of, (a) the Obligations, includingwhether now or hereafter existing and whether for principal, without limitationinterest, the Revolving Loansfees, together with all renewals, modifications, consolidations, and extensions thereofexpenses or otherwise, (iib) all Swap Obligations owed to any Lender or any Affiliate of a Lender (provided at the full and prompt payment and performance 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 termsCash Management Obligations owed to any Lender or any Affiliate of a Lender (provided that during the effectiveness of a Cash Management Document related to such Cash Management Obligations such Lender is a party to the Credit Agreement), conditions and covenants contained in the Loan Agreement and (iiid) 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 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys' expenses and counsel fees and court costsexpenses of Administrative Agent and Lenders) paid or incurred by the Lender in endeavoring (x) to collect any indebtedness evidenced by any of the Obligations or the Loan Documents, or Guaranteed Parties in enforcing any portion thereof, (y) to enforce any of the Obligations of the Borrower guaranteed hereby, or (z) to enforce rights under this Guaranty. This Guaranty shall be a continuing Guaranty , and (e) all present and future amounts that would become due but for the operation of all the Obligations any provision of Grantor Relief Laws, and all of the duties present and covenants of the Borrower created pursuant to any future accrued and all of the Loan Documentsunpaid interest, including, without limitation, all post-petition interest if Borrower, any Guarantor or any other Loan Party voluntarily or involuntarily becomes subject to any Grantor Relief Laws (the items set forth in clauses (a), (b), (c), (d) and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant (e) being herein referred to as the “Guarantied Obligations”). Upon failure of Borrower to pay any of the Guarantied Obligations when due after the giving by Administrative Agent and/or Guaranteed Parties of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement and other Loan Documents Documents, any Guarantied Swap Contract or any Cash Management Document (whether voluntary at stated maturity, by acceleration or involuntaryotherwise), Guarantors hereby further jointly and severally agree to promptly pay the same to Administrative Agent for the benefit of Guaranteed Parties, without any other demand or notice whatsoever, including without limitation, any notice having been given to any Guarantor of either the acceptance by Guaranteed Parties of this Guaranty or the creation or incurrence of any of the Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for Guaranteed Parties, in order to enforce payment by Guarantors, first or contingentcontemporaneously to accelerate payment of any of the Guarantied Obligations, liquidated to institute suit or unliquidatedexhaust any rights against any Loan Party, determined or undeterminedto enforce any rights against any Collateral. Notwithstanding anything herein or in any other Loan Document, Guarantied Swap Contract of Cash Management 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”), the obligations of any Guarantor (other than Holdings) under this Section 1 would otherwise, after giving effect to (a) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany Indebtedness to Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder) and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to the Lender 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 extend credit (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 Loan Parties or Subsidiaries or Affiliates of Borrower of obligations arising under this Guaranty or other guaranties of the Guarantied Obligations by such parties, be held or determined to be void, invalid or unenforceable, or subordinated to the Borrowerclaims 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, if a stockholder any Guaranteed Party, Administrative Agent or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey other creditors as determined in such action or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldproceeding.

Guaranty. (a) To induce the Lender to extend credit to the Each Borrower pursuant to the Loan Agreementhereby unconditionally and irrevocably, the Guarantor hereby irrevocably and unconditionally guarantees to the Lender, its successors and assigns : (i) the due and punctual payment in full (and prompt not merely the collectibility) by the other Borrowers of the Obligations, including unpaid and accrued interest thereon, in each case when due and payable, all according to the terms of this Agreement, the Notes and the other Financing Documents; (ii) the due and punctual payment when duein full (and not merely the collectibility) by the other Borrowers of all other sums and charges which may at any time be due and payable in accordance with this Agreement, whether the Notes or any of the other Financing Documents; (iii) the due and punctual performance by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, the other Borrowers of all of the Obligations, 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 other terms, covenants and conditions and covenants contained in the Loan Agreement and Financing Documents; and (iiiiv) all 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 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 Documents are not paid by the Borrower in accordance with their terms, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceableother Borrowers. (b) As an additional inducement The obligations and liabilities of each Borrower as a guarantor under this Section 2.4.9 shall be absolute and unconditional and joint and several, irrespective of the genuineness, validity, priority, regularity or enforceability of this Agreement, any of the Notes or any of the Financing Documents or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Borrower in its capacity as a guarantor expressly agrees that the Lender may, in their sole and absolute discretion, without notice to or further assent of such Borrower and without in any way releasing, affecting or in any way impairing the joint and several obligations and liabilities of such Borrower as a guarantor hereunder: (i) waive compliance with, or any defaults under, or grant any other indulgences under or with respect to any of the Financing Documents; (ii) modify, amend, change or terminate any provisions of any of the Financing Documents; (iii) grant extensions or renewals of or with respect to the Lender to extend credit Credit Facilities, the Notes or any of the other Financing Documents; (iv) effect any release, subordination, compromise or settlement in connection with this Agreement, any of the Notes or any of the other Financing Documents; (v) agree to the Borrowersubstitution, the Guarantorexchange, if a stockholder release or other disposition of the BorrowerCollateral or any part thereof, hereby covenants and agrees not or any other collateral for the Loan or to transferthe subordination of any lien or security interest therein; (vi) make advances for the purpose of performing any term, assignprovision or covenant contained in this Agreement, sell, convey any of the Notes or otherwise dispose of, grant any option, warrant or of the other right Financing Documents with respect toto which the Borrowers shall then be in default; (vii) make future advances pursuant to this Agreement or any of the other Financing Documents; (viii) assign, pledge, hypothecate or otherwise encumber transfer the Revolving Credit Commitments, the Obligations, the Notes, any of the capital stock of other Financing Documents or any interest therein, all as and to the Borrower now or hereafter owned extent permitted by the Guarantor without provisions of this Agreement; (ix) deal in all respects with the prior written consent of the Lender, which consent will other Borrowers as if this Section 2.4.9 were not be unreasonably withheld.in effect;

Guaranty. (a) To In order to induce the Lender Banks to extend credit to the Borrower -------- Company pursuant to the Loan AgreementCredit Agreement and the entry by Derivative/FX Lenders into the Lender Derivative/FX Contracts, the Guarantor hereby Guarantors jointly and severally irrevocably and unconditionally guarantees to guaranty, as primary obligors and not merely as sureties, the Lender, its successors due and assigns punctual payment in full of all Guarantied Obligations (ias hereinafter defined) when the full and prompt payment when same shall become due, whether at stated maturity, by acceleration acceleration, demand or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all 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. (S) 362(a)). The term "Guarantied Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, " is ---------------------- used herein in its most comprehensive sense 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 includes any and all other Obligations of Company and all obligations of the Borrower Company and FinServ under any other documents or instruments referred to in the Loan Agreement or now or hereafter 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 Documents are not paid by the Borrower in accordance with their terms, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretoforeDerivative/FX Contracts, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents created, whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined whether due or undeterminednot due, and whether recovery upon such obligationshowever arising under or in connection with the Credit Agreement, duties the Lender Derivative/FX Contracts, this Guaranty and covenants the other Loan Documents, including those arising under successive borrowing transactions under the Credit Agreement which shall either continue the Obligations of Company or from time to time renew them after they have been satisfied. Each Guarantor acknowledges that a portion of the Loans may be advanced to it, that Lender 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 hereafter involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company or FinServ (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 or FinServ of any portion of such Guarantied Obligations. In the event that all or any portion of the Guarantied Obligations is paid by Company or FinServ, 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 other provisions of this Section 1, upon the failure of Company or FinServ to pay any of the Guarantied Obligations when and as the same shall become unenforceabledue, each Guarantor will upon demand pay, or cause to be paid, in cash, to Guarantied Party for the ratable benefit of Beneficiaries, an amount equal to the aggregate of the unpaid Guarantied Obligations. (b) As an additional inducement Anything contained in this Guaranty to the Lender contrary notwithstanding, the obligations of each Guarantor under this Guaranty shall be limited to extend credit a maximum aggregate amount equal to the Borrowerlargest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable state law (collectively, the "Fraudulent ---------- Transfer Laws"), in each case after giving effect to all other liabilities of ------------- such Guarantor, if contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (i) in respect of intercompany indebtedness to Company or other affiliates of Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (ii) under any guaranty which contains a stockholder limitation as to maximum amount similar to that set forth in this Section 1(b), pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the BorrowerFraudulent Transfer Laws) of any rights to subrogation, hereby covenants reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement. (c) Each Guarantor under this Guaranty, and agrees not each guarantor under other guaranties, if any, relating to transferthe Credit Agreement (the "Related Guaranties") ------------------ that contain a contribution provision similar to that set forth in this Section 1(c), assigntogether desire to allocate among themselves (collectively, sellthe "Contributing Guarantors"), convey in a fair and equitable manner, their obligations ------------------------ arising under this Guaranty and the Related Guaranties. Accordingly, in the event any payment or otherwise dispose ofdistribution is made on any date by a Guarantor under this Guaranty or a guarantor under a Related Guaranty, grant any option, warrant each such Guarantor or such other right with respect to, pledge, hypothecate or otherwise encumber any guarantor shall be entitled to a contribution from each of the capital stock other Contributing Guarantors in the maximum amount permitted by law so as to maximize the aggregate amount of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldGuarantied Obligations paid to Beneficiaries.

Guaranty. (a) To induce the Lender to extend credit The Guarantors, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Borrower pursuant to Collateral Agent, for the Loan Agreementbenefit of the Purchasers and any other Noteholder, the Guarantor hereby irrevocably punctual payment, as and unconditionally guarantees to the Lenderwhen due and payable, its successors and assigns (i) the full and prompt payment when dueby stated maturity, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, all interest, make-whole, redemption and other amounts that accrue after the Revolving Loanscommencement of any Insolvency Proceeding of the Company or any Guarantor, together with all renewalswhether or not the payment of such principal, modificationsinterest, consolidationsmake-whole, redemption and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and extensions thereofall fees, late fees (ii) the full and prompt payment and performance of all terms, conditions and covenants contained as defined in the Loan Agreement Notes), interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under the Notes and the other Transaction Documents and (iii) all of the full foregoing collectively being the “Guaranteed Obligations”), and prompt performance of agree to pay any and all other obligations of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencing, securing, or otherwise relating to the Obligations or the Loan Documents. The Guarantor hereby agrees that if any of the Obligations, duties costs 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitation, including reasonable attorneys' and documented counsel fees and court costsexpenses) paid or incurred by the Lender Collateral Agent or Purchasers in endeavoring (x) to collect enforcing any indebtedness evidenced by rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or the Loan DocumentsPurchasers under the Securities Purchase Agreement, the Notes and any other Transaction Document but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceableTransaction Party. (b) As an additional inducement Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and the Purchasers, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the Lender extent applicable to extend credit this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Purchasers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the Borrower, maximum amount as will result in the Guarantor, if Guaranteed Obligations of such Guarantor under this Guaranty not constituting a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey fraudulent transfer or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldconveyance.

Guaranty. (ai) To induce For value received and in consideration of any -------- loan, advance or financial accommodation of any kind whatsoever heretofore, now or hereafter made, given or granted to any Borrower by the Lender to extend credit to the Borrower pursuant to the Loan AgreementLenders, the Guarantor hereby irrevocably and unconditionally guarantees to the LenderCollateral Agent, its successors and assigns (i) for the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all ratable benefit of the ObligationsLenders, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (ii) the full and prompt payment and performance when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all termsof the Obligations of each Borrower, conditions and covenants contained all interest, charges and fees, including, without limitation, interest accruing following the filing of a bankruptcy petition by or against any Borrower, at the applicable rate specified in the Loan Agreement Agreement, whether or not such interest is allowed as a claim in bankruptcy. (ii) At any time after the occurrence and (iii) during the continuation of an Event of Default under the Loan Agreement, the Guarantor shall pay to the Collateral Agent, for the ratable benefit of the Lenders, on demand and in immediately available funds, the full and prompt performance of any and all other obligations amount of the Borrower Obligations outstanding under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencing, securing, or otherwise relating to (including any portion thereof which is not yet due and payable) plus the Obligations or the Loan Documents"Expenses" (as defined below). 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay to the Lender Collateral Agent and reimburse the Collateral Agent, for the ratable benefit of the Lenders, for, on demand and in immediately available funds, (a) all reasonable losses, fees, costs and expenses (including, without limitation, all court costs and reasonable attorneys' fees and court costsparalegals' fees, costs and expenses) paid or incurred by the Collateral Agent, the Administrative Agent or any Lender in endeavoring in: (x1) prosecuting any action against the Guarantor relating to collect any indebtedness evidenced by any of this Guaranty; and (2) preserving, protecting or defending the Obligations or the Loan Documentsenforceability of, or any portion thereofenforcing, this Guaranty or its rights hereunder (yall such costs and expenses are hereinafter referred to as the "Expenses") 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement interest on (1) the -------- Obligations which do not constitute interest, (2) to the Lender to extend credit to the Borrowerextent permitted by applicable law, the GuarantorObligations which constitute interest, if a stockholder and (3) the Expenses, from the date of demand under this Guaranty until paid in full at the Borrower, hereby covenants and agrees not rate of interest applicable to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right Loans with respect to, pledge, hypothecate or otherwise encumber any to which a payment default has occurred. The Guarantor hereby agrees that this Guaranty is an absolute guaranty of the capital stock payment and is not a guaranty of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldcollection.

Guaranty. (a) To In order to induce the Lender Lenders to extend credit to the Borrower pursuant Company and in order to induce the Loan AgreementSwap Counterparties to enter into the Lender Swap Contracts, the Guarantor hereby irrevocably absolutely and unconditionally guarantees to the Lenderguarantees, its successors as a guaranty of payment and assigns (i) the full performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by acceleration required prepayment, upon acceleration, demand or otherwise, with such interest as may accrue thereon either before or after maturity thereofand at all times thereafter, of all of the Obligations, 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 existing and future Obligations of the any Designated Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencing, securing, or otherwise relating to the Obligations or the Loan Documents. The Guarantor hereby agrees that if any of the Obligations, duties Beneficiaries 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 existing and future obligations of any Designated Borrower to the under Lender under or pursuant to any of the Obligations or the Loan Documents are not paid by the Borrower Swap Contracts, in accordance with their terms, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretoforeeach case, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents created, whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined whether due or undeterminednot due, and however arising under or in connection with the Credit Agreement, this Guaranty, the other Loan Documents (including those arising under successive borrowing transactions under the Credit Agreement and all renewals, extensions and modifications thereof and all costs, attorneys’ fees and expenses incurred by the Beneficiaries in connection with the collection or enforcement thereof payable in accordance with, and to the extent provided in Section 10.04 of the Credit Agreement) and any Lender Swap Contract and whether recovery upon such obligations, duties indebtedness and covenants liabilities may be or hereafter become unenforceable. unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or any Designated Borrower under any Debtor Relief Law, and including interest that accrues after the commencement by or against any Designated Borrower of any proceeding under any Debtor Relief Laws (b) As an additional inducement collectively, the “Guarantied Obligations”). In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees that the Guarantor’s payment of a portion, but not all, of the Guarantied Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guarantied Obligations that has not been paid. The books and records of each Beneficiary showing the amount of the Guarantied Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guarantied Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guarantied Obligations or any instrument or agreement evidencing any Guarantied Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Lender to extend credit Guarantied Obligations which might otherwise constitute a defense to the Borrower, the Guarantor, if a stockholder obligations of the BorrowerGuarantor under this Guaranty, and the Guarantor hereby covenants and agrees not irrevocably waives any defenses it may now have or hereafter acquire in any way relating to transfer, assign, sell, convey any or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any all of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldforegoing.

Guaranty. (a) To induce the Lender Subject to extend credit to the Borrower pursuant to the Loan AgreementSections 2(b), the 2(c) and 2(d) below, Guarantor hereby unconditionally and irrevocably and unconditionally guarantees to Buyer the Lender, its successors prompt and assigns (i) the full and prompt complete payment when due, whether at stated maturity, by acceleration of the Repurchase Date or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligationsfollowing: (i) all payment obligations owing by Seller to Buyer under or in connection with the Repurchase Agreement or any of the other Transaction Documents and (ii) all expenses, including, without limitation, reasonable and documented attorneys’ fees and disbursements, that are incurred by Buyer in the Revolving Loansenforcement of any obligation of Guarantor hereunder after the occurrence and during the continuance of an Event of Default (collectively, together with the “Obligations”). (b) Notwithstanding anything herein to the contrary, but subject to Sections 2(c) and 2(d) below, which shall control, the maximum liability of Guarantor hereunder and under the Transaction Documents shall in no event exceed (i) twenty-five percent (25%) of the then outstanding Repurchase Price of all renewals, modifications, consolidations, and extensions thereof, Purchased Assets subject to Transactions as of such date plus (ii) the full all expenses, including, without limitation, reasonable attorneys’ fees and prompt payment and performance of all termsdisbursements, conditions and covenants contained that are incurred by Buyer in the Loan enforcement of any obligation of Guarantor hereunder. (c) Notwithstanding the foregoing, or any other provision herein to the contrary, the limitation on recourse liability as set forth in Section 2(b) above SHALL BECOME NULL AND VOID and shall be of no further force and effect, and the Obligations shall be full recourse to Seller and Guarantor, jointly and severally, upon the occurrence of any of the following: (i) a voluntary bankruptcy or insolvency proceeding is commenced by Seller, Pledgor or Guarantor; and (ii) an involuntary bankruptcy or insolvency proceeding is commenced against Seller, Pledgor or Guarantor in connection with which Seller, Pledgor, Guarantor, or any of their respective Affiliates has or have colluded in any way with the creditors commencing or filing such proceedings. (d) In addition to the foregoing, and notwithstanding the limitations on recourse liability set forth in Section 2(b) above, Guarantor shall be liable to Buyer for any costs, claims, expenses or other liabilities actually incurred by Buyer resulting from any of the following matters: (i) any breach of the covenants set forth in Article 13 of the Repurchase Agreement that results in the substantive consolidation of any of the assets and/or liabilities of Seller with the assets and/or liabilities of any other entity in a bankruptcy or insolvency proceeding; (ii) fraud, intentional misrepresentation or willful misconduct by Seller, Pledgor or Guarantor, or any Affiliate of Seller, Pledgor or Guarantor in connection with the execution and delivery of this Guaranty, the Repurchase Agreement or any of the other Transaction Documents, or any certificate, report, financial statement or other instrument or document furnished to Buyer at the time of the closing of the Repurchase Agreement or during the term of the Repurchase Agreement; (iii) Seller’s failure to obtain Buyer’s prior written consent to any subordinate financing or voluntary liens encumbering any or all of the Purchased Assets that are not permitted under the Transaction Documents; and (iv) any material breach by Seller, Pledgor or Guarantor, or any of their respective Affiliates, of any representations and warranties relating to Environmental Laws, or any indemnity for costs incurred by Buyer in connection with the violation of any Environmental Law, the correction of any environmental condition, or the removal of any hazardous substances, in each case in any way affecting any or all of the Purchased Assets. (e) Nothing herein shall be deemed a waiver of any right which Buyer may have under Sections 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code to file a claim for the full and prompt performance of any and all other obligations amount of the Borrower outstanding obligations under any other documents or instruments referred to in the Loan Repurchase Agreement or now or hereafter evidencing, securing, or otherwise relating to the Obligations or the Loan Documents. The Guarantor hereby agrees require that if any all Purchased Assets shall continue to secure all of the Obligations, duties and covenants are not paid by the Borrower outstanding obligations owing to Buyer in accordance with their respective terms the Repurchase Agreement 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 Documents are not paid by the Borrower in accordance with their terms, the other Transaction Documents. (f) Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender any and all reasonable out-of-pocket expenses (including, without limitation, all reasonable attorneys' fees and court costsdisbursements of counsel) which may be paid or incurred by the Lender Buyer in endeavoring (x) to collect enforcing, or obtaining advice of counsel in respect of, any indebtedness evidenced by rights with respect to, or collecting, any or all of the Obligations or the Loan Documentsand/or enforcing any rights with respect to, or any portion thereofcollecting against, (y) to enforce any Guarantor under this Guaranty during the continuance of the Obligations an Event of the Borrower guaranteed hereby, or (z) to enforce this GuarantyDefault. This Guaranty shall be a continuing Guaranty of all remain in full force and effect until the date upon which the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceableare paid in full. (bg) As an additional inducement No payment or payments made by Seller or any other Person or received or collected by Buyer from Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the amount of the Obligations under this Agreement until the Obligations are paid in full, but subject to the Lender limitations on Guarantor’s liability under Section 2(b) above; provided that this provision is not intended to extend credit allow Buyer to recover an amount greater than the Borrower, the Guarantor, if a stockholder amount of the BorrowerObligations. (h) Guarantor agrees that whenever, hereby covenants and agrees not at any time, or from time to transfertime, assignGuarantor shall make any payment to Buyer on account of Guarantor’s liability hereunder, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldnotify Buyer in writing that such payment is made under this Guaranty for such purpose.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan AgreementThe Company, the Guarantor as principal obligor and not merely as surety, hereby irrevocably and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Lender, Trustee and to the Trustee and its successors and assigns assigns, that: (i) principal of, premium, if any, and interest on the Securities (including any Additional Amounts payable in respect thereof) will be promptly paid in full and prompt payment when due, subject to any applicable grace period, whether on the relevant Stated Maturity, on an interest payment date, by acceleration acceleration, by call for redemption or upon repurchase or purchase pursuant to Article 3, Sections 4.06, 4.07 or 4.10 or otherwise and interest on the overdue principal and premium, if any, and purchase price and interest on any interest, to the extent lawful (in each case Post-Petition Interest relating to the Issuers or the Company), on the Securities and all other amounts payable under the Securities and obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed when the same shall become due and payable, whether on the relevant maturity date, upon acceleration, by call for redemption, upon repurchase or purchase pursuant to a Change of Control, any Asset Disposition, any repurchase of Securities pursuant to Section 4.07 or otherwise, all in accordance with such interest as may accrue thereon either before or after maturity the terms hereof and thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, ; and extensions thereof, (ii) in case of any extension of time of payment or renewal of any Securities or of any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at maturity, on an interest payment date, by acceleration, required repurchase or otherwise. All payments under this Guaranty shall be made in United States Dollars. (b) All payments made by the Company under the Guaranty with respect to the Securities will be made in United States Dollars free and prompt payment clear of and without withholding or deduction for or on account of any present or future Taxes imposed or levied by or on behalf of Thailand (or any political subdivision or taxing authority of Thailand), unless the Company is required to withhold or deduct such Taxes by law or by the interpretation or administration thereof. In the event that payments under the Guaranty are subject to withholding or deduction for or on account of any present or future Taxes imposed by Thailand (or any political subdivision or taxing authority of or in Thailand), the Company shall pay Additional Amounts in such amounts and to the extent set forth in Section 4.20(a). (c) The Company hereby agrees that its obligations hereunder shall be unconditional and irrevocable, irrespective of the validity, regularity or enforceability of the Securities or this Indenture or the obligations of the Issuers hereunder or thereunder, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. (d) The Company hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, any right to pursue or exhaust its legal or equitable remedies against the Issuers (including any right which the Company may have to require the seizure and sale of the assets of the Issuers to satisfy the outstanding principal of, interest on or any other amounts payable under each Note prior to recourse against the Company or its assets), protest, notice and all demands whatsoever and covenants that the Guaranty will not be discharged except by complete performance of all terms, conditions and covenants the obligations contained in the Loan Agreement Securities and this Indenture. If any Securityholder or the Trustee is required by any court or otherwise to return to the Issuers, the Company, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers or the Company any amount paid by the Issuers or the Company to the Trustee or such Securityholder, the Guaranty to the extent theretofore discharged, shall be reinstated in full force and effect. (e) The Company agrees that, as between the Company, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (iiiy) in the full event of any acceleration of such obligations as provided in Section 6.02, such obligations (whether or not then due and prompt performance payable) shall forthwith become due and payable by the Company for the purposes of the Guaranty. (f) The Company also agrees, to pay any and all other obligations of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencing, securing, or otherwise relating to the Obligations or the Loan Documents. The Guarantor hereby agrees that if any of the Obligations, duties costs 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitation, including reasonable attorneys' fees and court costsexpenses) paid or incurred by the Lender Trustee or any Holders in endeavoring enforcing any rights under the Guaranty. (xg) to collect any indebtedness evidenced by any The Company hereby waives, in favor of the Obligations or Holders and the Loan DocumentsTrustee, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of its rights, protections, privileges and defenses provided by law to a guarantor and in particular any applicable provisions of the Loan DocumentsThailand Civil Code and: (i) waives any right of set-off which the Company may have against the registered Holder of a Security in respect of any amounts which are or may become payable by the registered Holder of a Security to the Issuers; (ii) agrees that the Company is still under an obligation to make payment to the registered Holder of a Security or the Trustee under this Guaranty upon demand by the registered Holder of a Security even though the registered Holder of a Security has not made any demand upon the Issuers, includingthe Trustee or the Collateral Agent or taken any steps or proceedings against the Issuers to seize and sell its assets or property to recover the secured indebtedness or, without limitationif such steps or proceedings are taken, the registered Holder of a Security is otherwise unable to satisfy the Indebtedness under this Indenture from such assets or property; (iii) relinquishes any right or privilege which it may have to demand from any court that the registered Holder of a Security or the Trustee should split or apportion the Indebtedness under this Indenture either proportionately or otherwise against the Company and all advances, debts, obligations, covenants any other person who has given any Guaranty or other security to the registered Holder of a Security in respect of the Indebtedness under this Indenture; (iv) agrees that (subject to the other provisions of this Guaranty) the Company shall not be entitled to claim from the Issuers any compensation or release in respect of the obligations and liabilities heretofore, now or hereafter made, incurred or created of the Company under and pursuant to this Guaranty in circumstances where the Company has not made any actual payment under this Guaranty; (v) agrees that the Company shall not make use of any of the Loan Documents whether voluntary exceptions or involuntary, absolute defenses against the registered Holder of a Security or contingent, liquidated the Trustee which are or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable.available to the Issuers and which concerns the Indebtedness under this Indenture; (bvi) As an additional inducement agrees that the Company shall still be bound by and liable under this Guaranty even though due to the Lender to extend credit fault of the registered Holder of a Security or the Trustee, the Company can no longer be subrogated to the Borrowerrights, the Guarantor, if a stockholder security interests and other privileges of the Borrowerregistered Holder of a Security against the Issuers; (vii) agrees that the Company shall not have the right to demand the Issuers to repay the Indebtedness under this Indenture to the registered Holder of a Security, hereby covenants and agrees not or to transfer, assign, sell, convey or otherwise dispose of, grant release the Company from its liability under this Guaranty in circumstances where the registered Holder of a Security has granted any option, warrant time or other right with respect to, pledge, hypothecate or otherwise encumber any of indulgence to the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldIssuers.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor hereby irrevocably irrevocably, absolutely and unconditionally (x) guarantees to Lender the Lenderdue and punctual payment of the Debt and all portions of the Debt, its successors as and assigns (i) when the full same shall become due and prompt payment when duepayable under the Note or any of the other Loan Documents, whether at maturity (by acceleration or otherwise, with such interest as may accrue thereon either before ) or after maturity thereof, at any other time; provided that until the occurrence of all one or more of the Obligations, including, without limitationfollowing events, the Revolving LoansGuarantor shall have no liability under this Guaranty; and (y) assumes liability for, together with all renewals, modifications, consolidationsguarantees payment to Lender of, and extensions thereofagrees to pay, (ii) the full protect, defend, indemnify and prompt payment save harmless Lender from and performance of all terms, conditions and covenants contained in the Loan Agreement and (iii) the full and prompt performance of against any and all other obligations of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencingliabilities, securingobligations, or otherwise relating to the Obligations or the Loan Documents. The Guarantor hereby agrees that if any of the Obligationslosses, duties damages, costs 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 Documents are not paid by the Borrower in accordance with their terms, 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 fees), causes of action, suits, claims, demands and court costs) paid judgments of any nature or description whatsoever which may at any time be imposed upon, suffered or incurred by the or awarded against Lender in endeavoring (x) to collect any indebtedness evidenced by as a result of any of the Obligations following: (i) fraud or intentional misrepresentation by Borrower or Guarantor in connection with the Loan Documents, or any portion thereof, Plan of Reorganization (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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, its rights and obligations under the Disbursing Agreement and the Liquidating Trust Agreement), the Mortgage Loan, the Underlying Loan Documents, the Loan or any of the Loan Documents; (ii) the gross negligence or wilful misconduct of Borrower in connection with its rights under the Plan of Reorganization (including, without limitation, its rights and obligations under the Disbursing Agreement and the Liquidating Trust Agreement), the Mortgage Loan, the Underlying Loan Documents, the Loan or the Loan Documents; (iii) material physical waste of the Mortgaged Property; (iv) any action by Borrower or Guarantor that (A) materially impairs the value of any portion of the Collateral under each of the Security Agreement and the Stock Pledge Agreement or (B), after Borrower has taken title to the Mortgaged Property, results in the sale or disposal of any portion of such Mortgaged Property in violation of the Loan Documents; (v) the misapplication or conversion by Borrower of (A) any insurance proceeds paid by reason of any loss, damage or destruction to the Mortgaged Property or (B) any awards or other amounts received in connection with the condemnation of all advancesor a portion of the Mortgaged Property, the failure of Borrower to deposit any Collections into the Borrower Account or to pay Net Cash Flow to Lender pursuant to the Loan Agreement or the failure of Borrower to deposit monies into the account established under the Disbursing Agreement or to obtain Lender's approval of any withdrawals from such account if required; (vi) the failure by Borrower to obtain Lender's approval if required under the Agent Recognition Agreement or the Management Recognition Agreement. (vii) failure to pay charges for labor or materials or other charges that can create liens on any portion of the Mortgaged Property or any of the Underlying Loan Documents, prior to such liens actually being created; (viii) any security deposits collected with respect to the Mortgaged Property which are not delivered to the Disbursing Agent pursuant to the Disbursing Agreement or otherwise in accordance with the Plan of Reorganization; (ix) the commencement by Borrower or any Person owning at least a ten percent (10%) interest (directly or indirectly) in Borrower of any action, suit, claim, arbitration, governmental investigation or other proceeding (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors seeking to have an order for relief entered with respect to Borrower, or seeking to adjudicate Borrower a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to Borrower or Borrower's debts, obligationsor (B) seeking appointment of a receiver, covenants and liabilities heretoforetrustee, now custodian or hereafter madeother similar official for Borrower or for all or substantially all of Borrower's assets; and (x) the contest or interference by Borrower or Guarantor, incurred directly or created indirectly, with any enforcement of Lender's rights, powers or remedies under and pursuant to any of the Loan Documents (whether voluntary by making any motion, seeking any extension, asserting any defense, claim, counterclaim or involuntaryright of offset, absolute seeking any injunction or contingentother restraint, liquidated commencing any action, seeking to consolidate any enforcement with any other action, or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceableotherwise). The obligations which are the subject of the guaranty referred to in this Section 2(a) are hereinafter collectively referred to as the Guaranteed Obligations. (b) As an additional inducement All sums payable to the Lender to extend credit to the Borrowerunder this Guaranty shall be payable on demand and without reduction for any offset, the Guarantorclaim, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey counterclaim or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withhelddefense.

Guaranty. (aEach Guarantor with due observation of Section 2(b)(ii) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor hereby unconditionally and irrevocably and unconditionally guarantees to the LenderGuaranteed Parties, its successors and assigns (i) their respective successors, endorsees, transferees and assigns, the full and prompt payment when duedue (whether at stated maturity, whether by acceleration required prepayment, declaration, acceleration, demand or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (ii) the full and prompt payment and performance of all termsthe indebtedness, conditions liabilities 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 evidencing, securing, or otherwise relating to the Obligations Guaranteed Parties under or in connection with the Credit Agreement, the Notes and the other Loan Documents. The Guarantor hereby agrees that if any , including all unpaid principal of the ObligationsLoans, duties and covenants are not paid by all interest accrued thereon, all fees due under the Borrower in accordance with their respective terms or if any Credit Agreement and all sums which are now or may hereafter become due from other amounts payable by the Borrower to the Lender under Guaranteed Parties thereunder or pursuant to any of the Obligations or the Loan Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such paymentsconnection therewith. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitation, reasonable attorneys' fees terms “indebtedness,” “liabilities” and court costs) paid or incurred by the Lender “obligations” are used herein 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 the Obligations their most comprehensive sense and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, include any and all advances, debts, obligations, covenants obligations and liabilities heretoforeliabilities, now existing or hereafter madearising, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntaryinvoluntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligationsindebtedness, duties liabilities and covenants obligations may be or hereafter become unenforceable. (b) As unenforceable or shall be an additional inducement to allowed or disallowed claim in any Insolvency Proceeding, and including interest that accrues after the Lender to extend credit to commencement by or against any Credit Party of any Insolvency Proceeding naming such Person as the Borrowerdebtor in such Insolvency Proceeding. The foregoing indebtedness, the Guarantor, if a stockholder liabilities and other obligations of the Borrower, hereby covenants and agrees not all other indebtedness, liabilities and obligations to transferbe paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 15), assignshall hereinafter be collectively referred to as the “Guaranteed Obligations.” Notwithstanding the foregoing, sell, convey or otherwise dispose of, grant any option, warrant or other right (i) Guaranteed Obligations with respect toto any Guarantor shall exclude all Excluded Swap Obligations with respect to such Guarantor; and (ii) with respect to the grant of any Lien by such Guarantor under any Collateral Documents, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld“Secured Obligations” thereunder shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan AgreementThe Guarantors hereby jointly and severally, the Guarantor hereby irrevocably and unconditionally guarantees to unconditionally, guarantee the Lender, its successors and assigns (i) the full and prompt punctual payment when due, whether at stated maturity, by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (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 Loans and all other obligations of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter 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 owing by the Borrower in accordance with and its Subsidiaries to the Lenders or the Administrative Agent or 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 Documents are not paid by the Borrower in accordance with their terms, 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 DocumentsAffiliates, or any portion thereofof them, (y) to enforce any of under the Obligations of Term Loan Agreement, the Borrower guaranteed hereby, or (z) to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all Notes and the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan other Credit Documents, including, without limitation, any all renewals, extensions, modifications and refinancings thereof and all advances, debts, obligations, covenants and liabilities heretoforeCash Management Obligations, now or hereafter madeowing, incurred whether for principal, interest, fees, expenses Guaranty Agreement or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undeterminedotherwise, and whether recovery upon such obligationsany and all reasonable out-of-pocket expenses (including reasonable attorneys' fees actually incurred) and expenses incurred by the Administrative Agent in enforcing any rights under this Guaranty (the "Guaranteed Obligations"), duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to including without limitation, all interest which, but for the Lender to extend credit filing of a petition in bankruptcy with respect to the Borrower, would accrue on any principal portion of the GuarantorGuaranteed Obligations. Any and all payments by the Guarantors hereunder shall be made free and clear of and without deduction for any set-off, if counterclaim, or withholding so that, in each case, each Guaranteed Party will receive, after giving effect to any Taxes (as such term is defined in the Term Loan Agreement, but excluding Taxes imposed on overall net income of the Guaranteed Party to the same extent as excluded pursuant to the Term Loan Agreement), the full amount that it would otherwise be entitled to receive with respect to the Guaranteed Obligations (but without duplication of amounts for Taxes already included in the Guaranteed Obligations). The Guarantors acknowledge and agree that this is a stockholder guarantee of payment when due, and not of collection, and that this Guaranty may be enforced up to the full amount of the Guaranteed Obligations without proceeding against the Borrower, hereby covenants and agrees not to transferagainst any security for the Guaranteed Obligations, assign, sell, convey against any other Guarantor or otherwise dispose of, grant under any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber guaranty covering any portion of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldGuaranteed Obligations.

Guaranty. (a) To induce Guarantor irrevocably guarantees the Lender obligations of Buyer to extend credit pay the Purchase Price to Seller in accordance with the Borrower pursuant Purchase Agreement (on the same terms, conditions and limitations set forth herein and therein) (individually, a “Guaranteed Obligations”, and collectively referred to the Loan Agreement, the as “Guaranteed Obligations”). Guarantor hereby irrevocably consents to any and unconditionally guarantees to the Lender, its successors and assigns (i) the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewalsamendments, modifications, consolidations, forbearances and extensions thereof, (ii) the full and prompt of time of payment and performance of all terms, conditions and covenants contained the Guaranteed Obligations under the Purchase Agreement as may be agreed 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 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 writing 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 Documents are not paid by the Borrower in accordance with their termsBuyer, 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 Company 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 the Obligations Seller and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documentschanges in terms, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undeterminedcovenants, and whether recovery upon such obligations, duties and covenants conditions thereof as may be or hereafter become unenforceableagreed in writing by Buyer, the Company and Seller. (b) Each of Guarantor and Seller agree that in the event that Seller demands in writing that Guarantor fulfill its obligations under this Section 1 and Guarantor does not comply, then if Seller retains or engages an attorney or attorneys to enforce this guarantee in a court proceeding, the party that prevails in such court proceeding shall be entitled to reimbursement by the other party for all reasonable expenses incurred by such prevailing party, including reasonable attorneys’ fees and disbursements. (c) Guarantor agrees that, so long as any of the Guaranteed Obligations remain in effect, (i) it will not knowingly take any action that could reasonably be expected to diminish the value to Seller of the guaranty provided by the Guarantor pursuant to this Section 1 and (ii) it will not enter into any transaction, including a merger, consolidation or similar transaction, unless the obligations of the Guarantor pursuant to this Section 1 are expressly assumed by the acquiring corporation or entity. (e) As an additional inducement of the date hereof, Guarantor has a Net Worth in excess of $375,000,000. If at any time after the date hereof and prior to the Lender date on which this Agreement is terminated pursuant to extend credit to the BorrowerSection 4 hereof, the Guarantor’s Net Worth becomes less than $175,000,000, if Guarantor shall use its commercially reasonable efforts to cause an affiliate of Guarantor with a stockholder Net Worth in excess of $175,000,000.00 to guarantee the BorrowerGuaranteed Obligations on the terms and conditions set forth in this Agreement. For purposes of this Section 1, hereby covenants and agrees not to transfer“Net Worth” of a Person shall mean, assignas of a given date, sell(A) the total assets of such Person as of such date less (B) such Person’s total liabilities as of such date, convey or otherwise dispose of, grant any option, warrant or other right as determined in accordance with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldGAAP.

Guaranty. Guarantor understands and acknowledges that the Equipment is being leased by Lessor to Lessee with the understanding that the Equipment and/or its use will be furnished by the Lessee to Grace Semiconductor Manufacturing Corporation, an exempted company corporation of the Cayman Islands (a) To "Grace Parent"; Grace Parent is the Lessee's parent company and is guarantying the obligations of Lessee under the Lease), and that the Equipment and/or its use will be further furnished by Grace Parent itself to Grace Parent's subsidiary, Shanghai Grace Semiconductor Manufacturing Corporation ("Grace Shanghai"), and the Equipment will be located in Shanghai, China for the benefit of Grace Shanghai and Grace Parent and be used for production by Grace Parent/Grace Shanghai of goods under a contract with Cypress. Guarantor acknowledges that it will derive commercial benefit from Lessor's extension of the Lease to Lessee and the giving of this Guaranty since without the benefit of this Guaranty Lessor would not be entering into the Lease, or acquiring the Equipment for lease thereunder. Accordingly, in order to induce Lessor to enter into the Lender to extend credit to Lease and acquire the Borrower pursuant to the Loan AgreementEquipment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) Lessor the full and prompt payment, observance, and performance when due of all obligations of Lessee under the Lease to pay Rental Payments (as provided in the Lease, including, without limitation as referenced in Section 5 of the Master Lease, and pursuant to the Schedule) (collectively, "Guaranteed Obligations"). Guarantor will pay any Guaranteed Obligations to Lessor within 10 days of Lessor's written demand to Guarantor therefor (such demand, the "Demand Notice"; such period, the "Demand Period"), and Guarantor agrees to pay, and the Guaranteed Obligations shall also include, late interest accruing under the Lease to the extent, and only to the extent consistent with the following calculation: late interest accruing with respect to such Guaranteed Obligations at the rate of 9% per annum, such late interest to commence accruing after Guarantor has failed to pay any Guaranteed Obligations during the Demand Period. This Guaranty is absolute, continuing (for so long as the Guaranteed Obligations remain unsatisfied), limited only by the amount of Guaranteed Obligations, and independent, and shall not be affected, diminished or released for any reason (other than actual payment when duethereof), whether including, but not limited to, the following: (a) any invalidity or lack of enforceability of any of the Guaranteed Obligations; or (b) the absence of any attempt by the Lessor to collect any of the Guaranteed Obligations from the Lessee or Grace Parent or any other guarantor, or the absence of any other action to enforce the same; or (c) the renewal, extension, acceleration or otherwiseany other change (provided any such change is approved by Guarantor and is the subject of (and referenced in) an amendment to this Guaranty signed by Guarantor and Lessor; provided, however, and in the event such change is not approved by Guarantor, or no such amendment is entered into, Guarantor's liability for the Guaranteed Obligations shall continue as provided above with respect to the Guaranteed Obligations as they existed prior to such interest as may accrue thereon either before change) in the time for payment of, or after maturity thereof, of all other terms relating to the Guaranteed Obligations respecting Rental Payments coming due during the Initial Term of the Lease, or any modification, amendment, waiver, or other change of the terms of any instrument evidencing the Guaranteed Obligations, provided, however, that if any one or more events of the kind referred to in this subsection (c) shall occur, and if such event(s) shall have the effect of increasing the total dollar amount of the Guaranteed Obligations, this Guaranty shall continue in full force and effect with respect to the Guaranteed Obligations, but only to the extent of the total dollar amount the Guaranteed Obligations would have had if any such event(s) increasing the total dollar amount of the Guaranteed Obligations had not occurred; or (d) the failure by the Lessor to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral relating to the Guaranteed Obligations (including, without limitation, the Security Funds); or (e) any judicial or governmental action, including, without limitation, judicial or governmental action in the Revolving Loansnature of any bankruptcy, together with all renewalsreceivership, modificationsinsolvency or similar proceeding, consolidationsthat affects Lessee, and extensions the Equipment, or the Guaranteed Obligations, including, but not limited to, Lessee's release from the Guaranteed Obligations or the rejection or disaffirmance of the Lease or any other agreement or any of the terms thereof, provided further that, for the avoidance of doubt, Lessor acknowledges that Guarantor shall not be liable for any costs or other damages associated with Lessor's inability to recover possession of the Equipment; (iif) any disability, defense or cessation of the full and prompt payment and performance liability of all terms, conditions and covenants contained in the Loan Agreement and Lessee; or (iiig) the full and prompt performance any assignment or transfer by Lessor 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 evidencing, securing, or otherwise rights relating to the Obligations Guaranteed Obligations; or (h) the Loan Documents. The Guarantor hereby agrees that if any disallowance 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 Documents are not paid by the Borrower in accordance with their terms, 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, (yof Lessor's claim(s) to enforce any for repayment of the Guaranteed Obligations under Section 502 of Title 11 of the Borrower guaranteed hereby, or (z) to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceableUnited States Code. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor hereby unconditionally and irrevocably and unconditionally guarantees to the Lender, and its successors successors, endorsees, transferees and assigns (i) assigns, the full and prompt payment when duedue (whether at stated maturity, whether by acceleration required prepayment, declaration, acceleration, demand or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (ii) the full and prompt payment and performance of all termsthe indebtedness, conditions liabilities and covenants contained other obligations of Borrower to Lender under or in connection with the Loan Credit Agreement, the Notes, the Supply Agreement and (iii) the full and prompt performance other Loan Documents, including all unpaid principal of any the Loans, all interest accrued thereon, all fees due under the Credit Agreement and all other obligations of the amounts payable by Borrower under any other documents to Lender thereunder or instruments referred to in the Loan Agreement or now or hereafter 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 connection therewith and all sums which are now or may hereafter become due from payable under the Borrower to the Lender under or pursuant to any of the Obligations or the Loan Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such paymentsSupply Agreement. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitation, reasonable attorneys' fees terms “indebtedness,” “liabilities” and court costs) paid or incurred by the Lender “obligations” are used herein 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 the Obligations their most comprehensive sense and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, include any and all advances, debts, obligations, covenants obligations and liabilities heretoforeliabilities, now existing or hereafter madearising, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntaryinvoluntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligationsindebtedness, duties liabilities and covenants obligations may be or hereafter become unenforceable. (b) As unenforceable or shall be an additional inducement to the Lender to extend credit to the allowed or disallowed claim under Bankruptcy Code or other applicable law. The foregoing indebtedness, liabilities and other obligations of Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by Guarantor in connection with this Guaranty (including any and all amounts due under Section 15), shall hereinafter be collectively referred to as the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld“Guaranteed Obligations.”

Guaranty. Each Loan Guarantor (aother than a Canadian Subsidiary Guarantor) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreementhereby agrees that it is jointly and severally liable for, the Guarantor hereby irrevocably and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the Lender, its successors and assigns (i) Lenders the full and prompt payment when due, whether by at stated maturity, upon acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereofand at all times thereafter, of the Secured Obligations and all of the Obligations, costs and expenses including, without limitation, all court costs and reasonable attorneys' and paralegals' fees and expenses of external counsel paid or incurred by the Revolving LoansAgents, together with the Issuing Bank and the Lenders in endeavoring to collect all renewalsor any part of the Secured Obligations from, modificationsor in prosecuting any action against, consolidationsthe Borrowers, and extensions thereof, (ii) the full and prompt payment and performance any Loan Guarantor or any other guarantor of all terms, conditions and covenants contained in the Loan Agreement and (iii) the full and prompt performance of or any and all other obligations part of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencing, securing, or otherwise relating to the Obligations or the Loan DocumentsSecured Obligations. The Each Canadian Subsidiary Guarantor hereby agrees that if any it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to the Lenders the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Obligations, duties and covenants are not paid Secured Obligations solely to the extent owing by the Canadian 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable costs and expenses (including, without limitation, reasonable all court costs and attorneys' and paralegals' fees and court costs) expenses paid or incurred by the Lender Agents, the Issuing Bank and the Lenders in endeavoring (x) to collect all or any indebtedness evidenced by any part of the Secured Obligations or (solely to the Loan Documentsextent owing by the Canadian Borrower) from, or in prosecuting any action against, the Canadian Borrower or any Canadian Subsidiary Guarantor of all or any part of the Secured Obligations (solely to the extent owing by the Canadian Borrower) (such costs and expenses, together with the costs and expenses set forth in the immediately preceding sentence and the Secured Obligations, collectively the "Guaranteed Obligations"). Each Loan Guarantor further agrees that the Guaranteed Obligations guarantied by such Loan Guarantor 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 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceableGuaranteed Obligations. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Each Guarantor hereby irrevocably jointly and severally, irrevocably, absolutely and unconditionally guarantees to the LenderTerm Lenders the prompt, its successors complete and assigns full payment and performance when due, no matter how the same shall become due, of all Obligations, including but not limited to: (i) All obligations of Borrowers to pay the full principal of and prompt payment when due, whether by acceleration or otherwise, with such accrued interest as may accrue thereon either before or after maturity thereof, of all of on the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, Term Notes; (ii) the full and prompt payment and performance of all terms, conditions and covenants contained in the Loan All other sums payable under this Agreement and the other Credit Documents, whether for principal, interest, fees or otherwise; and (iii) the full and prompt performance of any Any and all other Indebtedness, obligations of or Liabilities that may at any time be owed by any Credit Party to the Borrower under any other documents or instruments referred to in the Loan Agreement or now Term Lenders, whether incurred heretofore or hereafter evidencingor concurrently herewith, 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 Documents are not paid by the Borrower in accordance with their termsCredit Documents, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (includingand including interest, without limitation, reasonable attorneys' fees and court costscollection costs as may be provided by Law or in any instrument evidencing any such Indebtedness or Liability. Without limiting the generality of the foregoing, the Guarantors' liability hereunder shall extend to and include all postpetition interest, expenses and other Liabilities of Borrowers described above in this subsection (a), or below in the following subsection (b), which would be owed by Borrowers but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Borrower. (b) paid If Borrowers shall for any reason fail to pay any Obligation described in Section 13(a), as and when such Obligation shall become due and payable, whether at its stated maturity, as a result of the exercise of any power to accelerate, or incurred otherwise, the Guarantors will, forthwith upon demand by the Term Lender Agent, pay such Obligation in endeavoring full to the Collateral Agent for the account of the Term Lenders. (xc) If any Guarantor fails to collect pay any indebtedness evidenced obligation as described in the immediately preceding subsections (a) or (b), each Guarantor will incur the additional joint and several obligation to pay to the Collateral Agent for the account of the Term Lender Agent, and the Guarantors will forthwith upon demand by the Term Lender Agent pay to the Collateral Agent for the account of the Term Lender Agent, the amount of any and all expenses, including fees and disbursements of the Term Lender Agent's counsel and of any experts or agents retained by the Term Lender Agent that the Term Lender Agent may incur as a result of such failure. (d) As between the Guarantors and Term Lenders, this guaranty shall be considered a primary and liquidated Liability of the Guarantors. (e) Each Guarantor hereby waives all defenses based on suretyship and agrees that its obligations shall continue and the enforceability thereof against such Guarantor shall not be affected by: (i) any waiver, delay or failure of any Term Lender to exercise or to exhaust any right or remedy or to bring any right or remedy or action against the Borrowers, the Collateral or any other security available to the Term Lenders in connection with the Obligations; (ii) any extension, renewal, settlement, compromise, modification, amendment, consent, waiver or release in any respect, arising under or in connection with any of the Obligations; (iii) the existence of any claim, set-off, or other rights that any Borrower may have at any time against any Lender Party, whether in connection with the Obligations or any unrelated transactions; (iv) any invalidity or unenforceability relating to or against any Borrower, for any reason, of any of the Obligations or any agreement relating thereto; (v) any Event of Default; or (vi) any other act or failure to act or delay of any kind by any Borrower or Lender Party or any other circumstance whatsoever which might, but for the Loan Documentsprovisions hereof, constitute a defense available to, or a legal or equitable discharge of, the Borrowers. (f) The obligations of each Guarantor hereunder shall continue to be effective or be reinstated, as the case may be, if at any time, payment, or any portion part thereof, (y) to enforce of any obligation or interest thereon is rescinded or must otherwise be restored by any Lender Party in connection with the bankruptcy of any of the Obligations of the Borrower guaranteed hereby, or (z) to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceableBorrowers. (bg) As an additional inducement to the Lender to extend credit to the BorrowerEach Guarantor hereby waives promptness, the Guarantordiligence, if a stockholder presentment, demand of the Borrowerpayment, hereby covenants protest, order and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant receipt of any option, warrant or other right notice in connection with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldits obligations hereunder.

Guaranty. In consideration of, and as an inducement for the granting, execution and delivery of the foregoing Lease Agreement dated ______________________, 2021 (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement“Lease”), by EXETER 1710 AUTOMATION, LLC, a Delaware limited liability company, the Guarantor Landlord therein named (“Landlord”), to QUANTUMSCAPE BATTERY, INC., a Delaware corporation, the Tenant therein named (“Tenant”), and other good and valuable consideration, QUANTUMSCAPE CORPORATION, a Delaware corporation (“Guarantor”), hereby irrevocably and unconditionally guarantees to Landlord, its successors and assigns, the Lenderfull and prompt payment of rent, including, but not limited to, the Minimum Annual Rent (as defined in the Lease) and additional rent and any and all other sums and charges payable by Tenant, its successors and assigns (i) the under said Lease, and full performance and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, observance of all of the Obligationscovenants, 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 agreements therein provided to be performed and observed by Tenant, its successors and assigns under the Lease. In the event that Tenant fails in the Loan Agreement and (iii) payment of any amounts, payable by Tenant under said Lease, or fails in the full and prompt performance of any of the terms, covenants, provisions or conditions contained in said Lease, Guarantor will forthwith pay such amount to Landlord and any arrears thereof, and will forthwith faithfully perform and fulfill all of such terms, covenants, conditions and provisions. This Guaranty is an absolute and unconditional guaranty of payment and of performance. It shall be enforceable against Guarantor, its successors and assigns, without the necessity for any suit or proceedings on Landlord’s part of any kind or nature whatsoever against Tenant, its successors and assigns, and without the necessity of any notice of non-payment, nonperformance or non-observance or any notice of acceptance of this Guaranty or any other notice of demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives; and Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in no way be terminated, affected or impaired by reason of the Borrower under any other documents assertion or instruments referred the failure to in the Loan Agreement or now or hereafter evidencing, securingassert by Landlord against Tenant, or otherwise relating to the Obligations or the Loan Documents. The Guarantor hereby agrees that if Tenant’s successors and assigns, of any of the Obligationsright or remedies of Landlord pursuant to the provisions of the said Lease. The Guaranty shall be a continuing guaranty, duties and covenants are the liability of Guarantor hereunder shall in no way be affected, modified or diminished by reason of any assignment (except in the event that Landlord has expressly consented in writing (in a document separate from the Lease) to an assignment or other transfer under which Tenant or an affiliate thereof retains no liability or obligations under the Lease), modification or extension of the Lease or by reason of any modification or waiver of or change in any of the terms, covenants, conditions or provisions of said Lease, or by reason of any extension of time that may be granted by Landlord to Tenant, its successors or assigns, or by reason of any dealings or transactions or matter or things occurring between Landlord and Tenant, its successors or assigns whether or not paid notice thereof is given to Guarantor. If any Letter of Credit (as defined in the Lease) as required by the Borrower Landlord pursuant to and in accordance with their respective the terms or if any and all sums which are now or may hereafter become due from conditions of the Borrower Lease is issued for the account of Guarantor, on behalf of Tenant, Guarantor acknowledges and agrees that, notwithstanding anything to the Lender contrary set forth in the Lease, herein or at law, Landlord shall have no obligation to provide notice to or otherwise pursue any remedy against Guarantor prior to making a drawing under the Letter of Credit. If Landlord makes a drawing under such Letter of Credit and Guarantor advances any sums to Tenant or pursuant on Tenant’s behalf, such sums shall be subordinate in all respects to the amounts then or thereafter due and owing to Landlord by Tenant. Any delivery of and/or drawing under such Letter of Credit shall in no way limit, reduce or satisfy Guarantor’s liabilities and/or obligations under this Guaranty. In any action brought to enforce any covenant, term or condition of the Obligations or the Loan Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitationthis Guaranty, reasonable attorneys' ’ fees and court costs) paid or incurred shall be awarded to the prevailing party, measured by the Lender extent that such party in endeavoring fact prevails in the action as determined by the extent it in fact succeeds in each claim or defense asserted by it (x“Prevailing Party Fees”). From time to time, as may be reasonably necessary while this Guaranty remains in full force and effect, Guarantor agrees to certify to any prospective mortgage lender of Landlord that this Guaranty remains in full force and effect. TO THE EXTENT PERMITTED BY APPLICABLE LAWS, EACH OF GUARANTOR AND LANDLORD HEREBY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT UNDER OR BY VIRTUE OF THIS GUARANTY. If any provision of this Guaranty is held to be invalid or unenforceable by a court of competent jurisdiction, the other provisions of this Guaranty shall remain in full force and effect. Guarantor represents and warrants to Landlord that (a) to collect any indebtedness evidenced by any Guarantor is duly formed, validly existing and in good standing under the laws of the Obligations or state under which Guarantor is organized, and (b) the Loan Documents, or any portion thereof, (yperson(s) signing this Guaranty are duly authorized to enforce any execute and deliver this Guaranty on behalf of the Obligations of the Borrower guaranteed hereby, or (z) to enforce this GuarantyGuarantor. This Guaranty shall be a continuing Guaranty of all the Obligations binding upon Guarantor and all of the duties Guarantor’s heirs, administrators, executors, successors and covenants of the Borrower created pursuant to any and all of the Loan Documentsassigns, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undeterminedas applicable, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement shall inure to the Lender benefit of Landlord, its successors and assigns, provided, however, Guarantor shall not be permitted to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor assign this Guaranty without the prior written consent of Landlord. Without limiting the Lendergenerality of the preceding sentence, Guarantor specifically agrees that this Guaranty may be (a) freely assigned by Landlord and (b) enforced by Landlord’s mortgagee. Guarantor agrees that this Guaranty shall be governed by and construed according to the laws of the state in which consent will not be unreasonably withheldthe Premises are located and Guarantor is subject to the jurisdiction of the court of the county or relevant political subdivision in which the Premises are located or of the federal district court in which the Premises are located. Guarantor hereby waives, to the fullest extent permitted by law, all rights to require Landlord to (i) proceed against Tenant, (ii) proceed against or exhaust any collateral held by Landlord to secure the payment of Tenant’s obligations under the Lease or (iii) pursue any other remedy it may now or hereafter have against Tenant, including any and all benefits under California Civil Code Sections 2845, 2849 and 2850.

Guaranty. (a) To induce Guarantor, upon the Lender to extend credit to the Borrower pursuant to the Loan Agreementoccurrence of a Springing Recourse Event, the Guarantor hereby absolutely, irrevocably and unconditionally guarantees to guaranties the Lender, its successors due and assigns (i) the full punctual payment and prompt payment performance when due, whether at stated maturity, by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the following (collectively referred to as the “Guarantied Obligations”): (a) all indebtedness and obligations owing by the Borrower to any Lender, includingthe Agent or to any Lender Hedge Provider with respect to the Hedge Obligations under or in connection with the Term Loan Agreement and any other Loan Document, including without limitation, the Revolving repayment of all principal of the Term Loans, together with and the payment of all interest, Fees, charges, attorneys’ fees and other amounts payable to any Lender, the Agent or any Lender Hedge Provider thereunder or in connection 109306584\V-7 therewith; (b) any and all extensions, 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 amendments or substitutions of the Borrower under any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencingforegoing; (c) all expenses, 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 Documents are not paid by the Borrower in accordance with their terms, 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 disbursements, that are incurred by the Lenders, the Agent and the Lender Hedge Providers in endeavoring (x) to collect any indebtedness evidenced by the enforcement of any of the Obligations or the Loan Documents, foregoing or any portion thereofobligation of Guarantor hereunder; and (d) all other Obligations. Notwithstanding anything to the contrary herein, (y) to enforce under no circumstances shall any of the Guarantied Obligations as to Guarantor include any obligation that constitutes an Excluded Hedge Obligation of Guarantor. For the purposes of this Guaranty, the occurrence of any of the Borrower guaranteed hereby, or events described in (z1)-(3) to enforce this Guaranty. This Guaranty below shall be a continuing Guaranty “Springing Recourse Event”: (1) (A) Guarantor fails to perform or comply with any of all the Obligations following terms (each, a “Guarantor Covenant Breach”): (i) the Guarantor shall not, directly or indirectly, enter into or conduct any business other than in connection with the ownership, acquisition and disposition of general or limited partnership interests in the Borrower and the management of the business of the Borrower, and such activities as are incidental thereto, all of the duties and covenants which shall be solely in furtherance of the Borrower created pursuant to any and all business of the Borrower; (ii) the Guarantor shall not own any assets other than (A) equity interests (or rights, options or warrants in respect thereof) of the Borrower, (B) up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Borrower; (C) money that has been distributed to Guarantor by Borrower or a Subsidiary of Borrower described in clause (ii)(B) above in accordance with Section 10.2. of the Term Loan DocumentsAgreement that is held for ten (10) Business Days or less pending further distribution to equity holders of the Guarantor, (D) assets received by the Guarantor from third parties (including, without limitation, the proceeds from any and all advancesEquity Issuance), debtsthat are held for ten (10) Business Days or less pending further contribution to Borrower, obligations, covenants and liabilities heretofore, now (E) such bank accounts or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. similar instruments (b) As an additional inducement subject to the Lender other terms hereof) as it deems necessary to extend credit to carry out its responsibilities under the Borrower, the Guarantor, if a stockholder limited partnership agreement of the Borrower, hereby covenants and agrees not (F) other tangible and intangible assets that, taken as a whole, are de minimis in relation to transferthe net assets of Borrower and its Subsidiaries (but which in no event shall include any real estate, assigncash, sell, convey cash equivalents or other liquid assets in excess of $500,000 in the aggregate (except as permitted in clauses (ii)(C) and (D) above) or equity interests (other than equity interests permitted in clauses (ii)(A) and (B) above); (iii) the Guarantor shall promptly contribute or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of downstream to the Borrower now or hereafter owned any net assets received by the Guarantor from third parties (including, without limitation, the prior written consent proceeds from any Equity Issuance), subject to the terms of clause (ii)(D) above; (iv) the Guarantor shall not merge or consolidate (except as permitted in the Term Loan Agreement), or dissolve, liquidate or otherwise wind up its business, affairs or assets; 109306584\V-7 (v) the Guarantor shall not guarantee or otherwise be or become obligated in respect of, any Indebtedness (which for the purposes hereof shall include any obligations under any Derivatives Contract but shall exclude (A) guarantees of obligations under any Derivatives Contracts in favor of Associated Bank National Association and any lender under the Prior Term Loan Agreement or Prior Revolving Loan Agreement in place as of ▇▇▇▇▇, ▇▇, ▇▇▇▇, (▇) any Indebtedness described in clause (f) of the Lenderdefinition of Indebtedness, which consent will (C) any liability pursuant to a Customary Nonrecourse Debt Guaranty until a claim is made with respect thereto (provided that for the purposes of this clause (v), the Guarantor shall not be unreasonably withheld.deemed to have violated this covenant with respect to Indebtedness under a Customary Nonrecourse Debt Guaranty until a judgment is obtained with respect to claims under Customary Nonrecourse Debt Guaranties individually or in the aggregate of $30,000,000 or greater), and (D) any liability pursuant to a springing guaranty on substantially the same terms as the Springing Guaranty; and provided further that the Guarantor’s liability with respect to (x) Indebtedness of Borrower in place as of March 31, 2014 and (y) Indebtedness of Inland Diversified assumed by Borrower and that is existing debt of Inland Diversified as of July 1, 2014 and was not incurred as a part of or in anticipation of the merger of Inland Diversified with and into KRG Magellan, LLC, solely by virtue of the Guarantor being the general partner of Borrower and not as a guarantor, shall be excluded from the foregoing provided such liability is not increased; and

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the The Guarantor hereby absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and unconditionally guarantees to the Lendertheir respective successors, its successors endorsees, transferees and assigns (i) assigns, the full and prompt payment when duedue (whether at stated maturity, whether by acceleration required prepayment, declaration, acceleration, demand or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (ii) the full and prompt payment and performance of the indebtedness, liabilities and other obligations of each Designated Borrower (now existing or hereafter arising pursuant to Section 2.14 of the Credit Agreement) to the Guaranteed Parties under or in connection with the Credit Agreement, the Notes and the other Loan Documents, including all termsunpaid principal of the Loans, conditions and covenants contained all interest accrued thereon, all amounts owing in respect of the Loan L/C Obligations, all fees due under the Credit 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 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 amounts payable 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 each Designated Borrower to the Lender under or pursuant to Guaranteed Parties thereunder, in connection therewith, and in connection with any of the Obligations or the other Loan Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such paymentsDocument. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitation, reasonable attorneys' fees terms “indebtedness,” “liabilities” and court costs) paid or incurred by the Lender “obligations” are used herein 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 the Obligations their most comprehensive sense and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, include any and all advances, debts, obligationsobligations and liabilities, covenants and liabilities heretofore, whether now existing or hereafter madearising, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntaryinvoluntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligationsindebtedness, duties liabilities and covenants obligations may be or hereafter become unenforceable. (b) As unenforceable or shall be an additional inducement to allowed or disallowed claim under any Debtor Relief Laws, and including interest that accrues after the Lender to extend credit to commencement by or against any Designated Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of each Designated Borrower, the Guarantorand all other indebtedness, if a stockholder of the Borrower, hereby covenants liabilities and agrees not obligations to transfer, assign, sell, convey be paid or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned performed by the Guarantor without in connection with this Guaranty (including any and all amounts due under Section 12), shall hereinafter be collectively referred to as the prior written consent of the Lender, which consent will not be unreasonably withheld“Guaranteed Obligations.”

Guaranty. (a) To induce The Guarantors hereby unconditionally and irrevocably, jointly and severally, guarantee, as a guarantee of payment and not of collection, the Lender to extend credit to prompt performance and payment in full by the Borrower pursuant to the Loan Agreementwhen due (whether at stated maturity, the Guarantor hereby irrevocably and unconditionally guarantees to the Lender, its successors and assigns (i) the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, ) of all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (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 the Credit Agreements, whether direct or instruments referred to in the Loan Agreement indirect, absolute or now or hereafter evidencingcontingent, securingand whether for principal, interest, fees, breakage costs, expenses, indemnification or otherwise relating to (the Obligations or the Loan Documents"Obligations"). 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 Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such payments. The Guarantor hereby Guarantors further agrees agree to pay the Lender all reasonable costs, fees and expenses (including, without limitation, reasonable attorneys' fees and court costsof outside counsel) paid or incurred by any Guaranteed Party in enforcing any rights under this Guaranty. If the Lender in endeavoring (x) Borrower fails to collect any indebtedness evidenced by pay any of the Obligations in full when due (whether at stated maturity, by acceleration or otherwise) and any grace period for payment of any such Obligation has expired, the Loan DocumentsGuarantors, or any jointly and severally, agree to pay the unpaid portion thereof, (y) to enforce any of such Obligation within 2 business days after receipt by each of them of written demand from the Obligations of the Borrower guaranteed hereby, or (z) to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceableapplicable Guaranteed Party. (b) As an additional inducement Each Guarantor, and by its acceptance of this Guaranty, each Guaranteed Party, hereby confirms that it is the intention of all such persons that this Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any applicable law relating to bankruptcy, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the Lender extent applicable to extend credit this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Guaranteed Parties and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Guaranty at any time shall be limited to the Borrowermaximum amount as will result in the obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. (c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Guaranteed Party under this Guaranty, such Guarantor will contribute, to the Guarantormaximum extent permitted by law, if a stockholder of the Borrower, hereby covenants and agrees not amounts to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or each other right Guarantor with respect to, pledge, hypothecate or otherwise encumber to any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldsuch payment.

Guaranty. (a) To induce the Lender Lenders to extend credit make the Loans and the Issuers to the Borrower pursuant to the Loan AgreementIssue Letters of Credit, the Guarantor U.S. Borrower (the “Euro Borrower Guarantor”) hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and unconditionally guarantees to the Lendernot merely as surety, its successors and assigns (i) the full and prompt punctual payment when due, whether at stated maturity or earlier, by acceleration reason of acceleration, mandatory prepayment or otherwise, with such interest as may accrue thereon either before otherwise in accordance herewith or after maturity thereofany other Loan Document, of all of the Obligations, 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 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 Documents are not paid by the Borrower in accordance with their terms, 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 herebyEuro Borrowers under this Agreement (such Obligations, the “Guarantied Obligations”), whether or (z) not from time to enforce this Guaranty. This Guaranty shall time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be a continuing Guaranty or hereafter may become barred by any statute of all the Obligations limitations, and all of the duties and covenants of the Borrower created pursuant to whether enforceable or unenforceable as against any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretoforeEuro Borrower, now or hereafter madeexisting, incurred or created due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code, whether or not such interest is an allowed claim in such proceeding), fees and pursuant to any costs of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, collection. This guaranty constitutes a guaranty of payment and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceablenot of collection. (b) As an additional inducement to the Lender to extend credit to the Borrower, the GuarantorThe Euro Borrower Guarantor further agrees that, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber payment made by any of the capital stock Euro Borrowers or any other person and applied to the Guarantied Obligations is at any time annulled, CREDIT AGREEMENT FMC CORPORATION avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, any Lender or Issuer or any other holder of Guarantied Obligations (the “Guarantied Parties”) to any Euro Borrower, its estate, trustee, receiver or any other party, including the Euro Borrower Guarantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, the Euro Borrower Guarantor’s liability under this Section 10.1 shall be and remain in full force and effect, as fully as if such payment had never been made or, if prior thereto this guaranty set forth in this Section 10.1 shall have been cancelled or surrendered, the guaranty set forth in this Section 10.1 shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the Euro Borrower now or hereafter owned by the Guarantor without the prior written consent in respect of the Lender, which consent will not be unreasonably withheldamount of such payment.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the The Guarantor hereby absolutely, irrevocably and unconditionally guarantees the due and punctual payment of all obligations of the Lessee now or hereafter existing under the Lease and the Assignment of Lease (collectively, the "LEASE DOCUMENTS") for the payment of Basic Rent, Additional Rent and all other amounts due under the Lease Documents and the due and punctual observance and performance of all covenants and agreements of the Lessee contained in the Lease Documents (the payment and performance obligations referred to above are herein called the "OBLIGATIONS"). With respect to the Lender, its successors Lessee's obligations under Articles 8 and assigns (i) the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all 9 of the Obligations, including, without limitationLease, the Revolving LoansGuarantor further guarantees the performance of such obligations to First Security Bank, together N.A. in its individual capacity. The Guarantor guarantees that the Obligations will be paid and performed strictly in accordance with all renewalsthe terms of the Lease Documents, modificationsregardless of any law, consolidations, and extensions thereof, (ii) regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the full and prompt rights of any Obligee with respect thereto. This Guaranty is a continuing guaranty of payment and performance of all terms, conditions the Obligations and covenants contained not a guaranty of collection. The Guarantor will perform its obligations hereunder at the place specified for the Lessee's performance of the Obligations unless otherwise specified. Each and every default in the Loan Agreement and (iii) the full and prompt any payment or performance of any Obligations shall give rise to a separate claim and all other obligations cause of action hereunder and separate claims or suits may be made and brought, as the Borrower under case may be, hereunder as each such default occurs. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any other documents or instruments referred to in the Loan Agreement or now or hereafter evidencing, securing, or otherwise relating to the Obligations or the Loan Documents. The Guarantor hereby agrees that if time any payment 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 is rescinded or the Loan Documents are not paid by the Borrower in accordance with their terms, 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 must otherwise be returned by any Obligee upon the insolvency, bankruptcy or reorganization of the Obligations Lessee or otherwise, all as though such payment has not been made. Notwithstanding the Loan Documentsforegoing, or any portion thereof, (y) to enforce any this Guaranty is not a guaranty of the Obligations of the Borrower guaranteed hereby, or (z) to enforce this Guaranty. This Guaranty shall be a continuing Guaranty of all the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceableNotes. (b) As an additional inducement to the Lender to extend credit to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheld.

Guaranty. (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees for the Guaranteed Parties, and unconditionally guarantees to the Lendertheir respective successors, its successors endorsees, transferees and assigns (i) assigns, the full and prompt payment when duedue (whether at stated maturity, whether by acceleration required prepayment, declaration, acceleration, demand or otherwise, with such interest as may accrue thereon either before or after maturity thereof, ) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and other obligations of each Borrower (now existing or hereafter arising pursuant to Section 2.14 of the Credit 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 L/C Obligations, including, without limitation, all fees due under 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 Credit 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 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 amounts payable 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 each Borrower to the Lender under or pursuant to Guaranteed Parties thereunder, in connection therewith, and in connection with any of the Obligations or the other Loan Documents are not paid by the Borrower in accordance with their terms, the Guarantor will immediately make such paymentsDocument. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, limitation any and all advances, debts, obligationsobligations and liabilities, covenants and liabilities heretofore, whether now existing or hereafter madearising, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntaryinvoluntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligationsindebtedness, duties liabilities and covenants obligations may be or hereafter become unenforceableunenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against any Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of each Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.” (b) As an additional inducement To the extent that any court of competent jurisdiction shall impose by final judgment under applicable law (including if applicable, the New York Uniform Fraudulent Conveyance Act or other applicable state law and §§ 544 and 548 of the Bankruptcy Code) any limitations on the amount of any Guarantor’s liability with respect to the Lender to extend credit Guaranteed Obligations which any Guaranteed Party can enforce under this Guaranty, the Guaranteed Parties by their acceptance hereof accept such limitation on the amount of such Guarantor’s liability hereunder to the Borrower, the Guarantor, if a stockholder of the Borrower, hereby covenants extent needed to make this Guaranty and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldDocuments fully enforceable and nonavoidable.

Guaranty. (a) To induce The undersigned guarantor (the Lender to extend credit to “Guarantor”), in accordance with the Borrower pursuant to terms hereof, irrespective of the Loan validity and the legal effects of this Agreement, irrespective of restrictions of any kind on Seller’s performance of its obligations under this Agreement, and waiving all rights of objection and defense (other than relating to payment in full of the Guarantor unpaid Transferred Amount to Purchaser) arising from the Seller’s obligations hereunder, hereby agrees to irrevocably and unconditionally guarantees guarantee (the “Guaranty”) to Purchaser, the due and punctual payment of the Recourse; provided that (x) in no event shall Guarantor be required to pay more than $55,440,000 (the “Guaranty Cap”) hereunder and (y) each payment received by Purchaser in respect of the Transferred Amount following the Trade Date (including, for the avoidance of doubt, the Interim Payment Amount) shall reduce the Guaranty Cap dollar-for-dollar, regardless of whether such amounts are treated by Seller, Purchaser, or any other party as having been paid in respect of the initial Transferred Amount, any Additional Purchase Amount Accrual, the Recourse, or the Recourse Interest. Any diligence, presentment, demand, protest or notice, whether in relation to the LenderGuarantor, the Seller, or any other person, from Purchaser, in respect of any of the Guarantor’s obligations under the Guaranty is hereby waived. The Guarantor hereby waives all suretyship defenses. The obligations of the Guarantor under the Guaranty constitute direct, unsecured and unsubordinated obligations of the Guarantor, and the Guarantor undertakes that its successors obligations hereunder will rank pari passu with all other present or future direct, unsecured and assigns unsubordinated obligations of the Guarantor. The Guarantor’s Guaranty is a guarantee of payment and not merely of collection and it shall continue in full force and effect by way of continuing security in the unpaid Transferred Amount, to the extent set forth in this Section 19. Notwithstanding the foregoing, if any payment received by Purchaser is, on the subsequent bankruptcy or insolvency of the Seller or the Guarantor, avoided under any applicable laws, including, among others, laws relating to bankruptcy or insolvency, such payment will not be considered as having discharged or diminished the liability of the Guarantor under its Guaranty and the Guaranty will continue to apply as if such payment had at all times remained owing by Seller. Until the Transferred Amount has been paid in full, (i) the full and prompt payment when due, whether by acceleration or otherwise, with such interest as may accrue thereon either before or after maturity thereof, of all no right of the ObligationsGuarantor, includingby reason of the performance of any of its obligations under its Guaranty, without limitationto be indemnified by Seller or to take the benefit of or enforce any security or other guarantee or indemnity against the Seller in connection with the Claim, the Revolving Loans, together with all renewals, modifications, consolidations, Transferred Amount or the Guaranty shall be exercised or enforced and extensions thereof, (ii) the full and prompt payment and performance of all terms, conditions and covenants contained in the Loan Agreement and Guarantor shall not (iiia) the full and prompt performance of any and all other obligations by virtue of the Borrower under Guaranty or any other documents reason be subrogated to any rights of Purchaser or instruments referred (b) claim in competition with Purchaser against the Seller. If the Guarantor receives any benefit, payment or distribution in relation to in the Loan Agreement such rights it shall hold that benefit, payment or now or hereafter evidencing, securing, or otherwise relating distribution 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 extent necessary to enable all sums amounts 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 Documents are not paid by the Borrower in accordance with their terms, 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 the Obligations and all of the duties and covenants of the Borrower created pursuant to any and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of the Loan Documents whether voluntary or involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceablepayable to Purchaser by Seller under this Agreement to be paid in full on behalf and for the benefit of Purchaser and shall promptly pay or transfer the same to Purchaser as it may direct to the extent such amount shall be due and unpaid by Seller to Purchaser. If any provision of this Section 19 with respect to the Guaranty is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that other jurisdiction of any other provision of the Guaranty. (b) As Upon Guarantor’s payment to Purchaser of any Recourse under this Guaranty in connection with an additional inducement Impairment, without any need for further action by Purchaser, Purchaser shall be deemed to have transferred to Guarantor (without recourse, representation or warranty) that portion of the Transferred Amount attributable to the Lender Recourse paid by Guarantor; provided that Guarantor’s right to extend credit any proceeds, payments, recoveries or any other form of Distribution in respect of such transferred portion shall be subordinate to Purchaser’s right to the Borrowerproceeds, the Guarantorpayments, if a stockholder recoveries and any other form of Distribution in respect of the Borrower, hereby covenants Claim unless and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any until Purchaser receives payment in full of the capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not be unreasonably withheldTransferred Amount.