Common use of Guaranty Clause in Contracts

Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to Lender the full and prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. In consideration for extending credit to (“Customer”), the undersigned (“Guarantor”), intending to be legally bound, hereby agree, jointly, individually and severally, to guarantee payment to R.E. Michel Company, LLC, its successors and assigns and any of its affiliated companies and divisions (“Creditor”), of all amounts due from Customer, including purchases, service charges, interest, collection fees, court costs and attorney fees. The Guarantor Guarantor(s) consent to personal jurisdiction in the State of Maryland and venue in Baltimore County, Maryland or in such other county in which the Creditor may deem appropriate. If suit is brought to collect under the Credit Application and/or this Guaranty, the Guarantor(s) hereby unconditionally waives all exemptions of the laws of the State of Maryland and/or any other state or territory of the United States, and irrevocably guarantees authorizes any attorney of a court of record to Lender appear for the Guarantor(s), in any court of record within the United States, and to confess judgment for the full amount due to Creditor under the Credit Application, together with the costs of suit, and prompt payment when a collection fee equal to 25% of the balance due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection the Creditor. The provision for a collection fee shall not be considered an agreement to indemnify the Creditor for costs or attorneys’ fees incurred. The provision for a collection fee is intended to compensate the Creditor for costs associated with collection, including but not limited to internal costs of the Guaranteed ObligationsCreditor, attorneys’ fees, and other costs associated with collection. In the event a judgment is entered against the Guarantor(s) for only actual attorneys’ fees incurred, the Guarantor(s) shall continue to be liable for all additional attorneys’ fees incurred for the enforcement of such judgment. The terms of this Credit Application shall not be merged into the judgment, but shall survive the same and shall be binding and conclusive on the parties for all time. The Creditor shall be entitled to seek an additional judgment for all additional attorneys’ fees incurred, including but not limited to fees incurred for any and all post-judgment actions, until all amounts owing, including all additional attorneys’ fees incurred, have been satisfied. This Guaranty is a guaranty open, continuing, absolute and unconditional, and it shall continue in full force, notwithstanding any changes in the form of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligationsor any renewals or extensions, and liabilities of every kindas may be granted by Creditor in its sole discretion, nature and characteruntil revoked in writing, direct via certified mail. Said revocation shall not discharge Guarantor(s) from any obligation or indirectliability arising out of, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code)to, any successor statute contract, invoice or any other liquidationorder accepted by Creditor, conservatorship, bankruptcy, assignment for the benefit prior to receipt by Creditor of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawsaid revocation.

Guaranty. The Guarantor Guarantors hereby jointly and severally unconditionally and irrevocably guarantees to Lender guarantee the full and prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, and at all times thereafterof, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of of, (a) the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all whether now or hereafter existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costsfees, expenses or otherwise, (b) all Swap Obligations owed to any Lender or any Affiliate of a Lender (provided at the time of execution of the Borrower Swap Contract related to such Swap Obligations such Lender is a party to the Lender arising under the Agreement and any instrumentsCredit Agreement, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect herein called a “Guarantied Swap Contract”), (c) all Cash Management Obligations owed to any loan Lender or letter any Affiliate of credit thereunder a Lender (including all renewalsprovided that during the effectiveness of a Cash Management Document related to such Cash Management Obligations such Lender is a party to the Credit Agreement), extensions, amendments, refinancings and other modifications thereof (d) any and all costsout-of-pocket expenses (including, reasonable attorneys’ without limitation, expenses and counsel fees and expenses of Administrative Agent and Lenders) incurred by the Lender any of Guaranteed Parties in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include enforcing any such indebtedness, obligationsrights under this Guaranty, and liabilities of (e) all present and future amounts that would become due but for the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents operation of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter provision of credit thereunder (including Debtor Relief Laws, and all renewalspresent and future accrued and unpaid interest, extensionsincluding, amendmentswithout limitation, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code)all post-petition interest if Borrower, any successor statute Guarantor or any other liquidationLoan Party voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the items set forth in clauses (a), conservatorship(b), bankruptcy(c), assignment (d) and (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, any Guarantied Swap Contract or any Cash Management Document (whether at stated maturity, by acceleration or otherwise), Guarantors hereby further jointly and severally agree to promptly pay the same to Administrative Agent for the benefit of creditorsGuaranteed Parties, moratoriumwithout any other demand or notice whatsoever, rearrangementincluding without limitation, receivershipany 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 contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any Collateral. Notwithstanding anything herein or in any other Loan Document, 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 similar debtor relief laws of the United States reorganization or other applicable jurisdictions from time to time in effect and Law affecting the rights of creditors generally 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, “Debtor Relief Fraudulent Transfer Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, 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 Guarantor hereunder at any time shall extent that such Indebtedness would be limited to discharged in an aggregate amount equal to the largest amount paid by such Guarantor hereunder) and (b) to the value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable requirements of Law, (ii) Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and other 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 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 Guaranteed Party, Administrative Agent or any other Person, be automatically limited and reduced to the highest amount that would is valid and enforceable and not render its obligations hereunder subject subordinated to avoidance the claims of other creditors as a fraudulent transfer determined in such action or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawproceeding.

Guaranty. The (a) Each Subsidiary Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees to Lender for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise) of (a) all (and not merely a lesser or proportional part of) the indebtedness, liabilities and at all times thereafter, other obligations of each Loan Party (now existing or hereafter arising pursuant to Section 2.18 of the Credit Agreement) to the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender Parties under or in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinCredit Agreement, the term 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, all fees due under the Credit Agreement and all other amounts payable by each Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption). The terms “Guaranteed Obligationsindebtedness,” means “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and future indebtedness, obligations, and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary undetermined, and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any recovery upon such indebtedness, obligations, liabilities and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Law, and shall include interest including interest, expenses and fees that accrues accrue after the commencement by or against the any Borrower or any Affiliate thereof of any proceeding under any Debtor Relief LawsLaws naming such Person as the debtor in such proceeding. Anything contained herein The foregoing indebtedness, liabilities and other obligations of each Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the contrary notwithstandingSubsidiary 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) To the extent that any court of competent jurisdiction shall impose by final judgment under applicable law (including if applicable, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer New York Uniform Fraudulent Conveyance Act or conveyance under Section other applicable state law and §§ 544 and 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions limitations on the amount of any similar federal or state lawSubsidiary Guarantor’s liability with respect to the 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 Subsidiary Guarantor’s liability hereunder to the extent needed to make this Guaranty and the Subsidiary Guarantor Documents fully enforceable and nonavoidable.

Guaranty. (a) The Parent Guarantor hereby unconditionally and irrevocably irrevocably: (i) guarantees to Lender the full Security Trustee for the account of the Creditors, as a primary obligor and prompt not merely as a surety, punctual payment and performance by the Borrower and each other Credit Party of all their respective payment and performance obligations under the Transaction Documents; (ii) undertakes with the Security Trustee on behalf of the Creditors that whenever the Borrower or any other Credit Party does not pay any amount (whether for principal, interest, fees, expenses or otherwise) when due, due (whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender under or in connection with any Transaction Document, the Guaranteed Parent Guarantor shall immediately on demand pay that amount as if it were the primary obligor; and (iii) agrees with the Security Trustee on behalf of the Creditors that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Creditor immediately on demand against any cost, loss or liability it incurs as a result of the Borrower or any other Credit Party not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Transaction Document on the date when it would have been due. The amount payable by such Parent Guarantor under this indemnity will not exceed the amount it would have had to pay under this Guaranty if the amount claimed had been recoverable on the basis of a guarantee (all obligations referred to in clauses (i) through (iii) above are herein referred to as the “Obligations. ”). (b) This Guaranty is a guaranty of payment and performance not of collection and is the Parent Guarantor expressly agrees that it shall not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means be necessary or required that any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Creditors exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any of the other Credit Parties or any other Person before or as a condition to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality obligations of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities Parent Guarantor hereunder. This Guaranty is a primary obligation of the Borrower to the Lender arising under the Agreement Parent Guarantor and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed absolute, unconditional, present, and continuing obligation and shall not be subject to any counterclaim, setoff, deduction, diminution, abatement, recoupment, suspension, deferment, reduction, or disallowed defense based on any claim under any proceeding or case commenced by or against the Parent Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidationperson may have against the Borrower, conservatorshipany of the Credit Parties or any other person, and shall not be released, discharged or affected by any circumstance whatsoever, including without limitation: (a) the unenforceability, invalidity, irregularity or lack of genuineness of the Credit Agreement, the Note, any other Transaction Document or any of the obligations under the Credit Agreement, the Note and the other Transaction Documents; (b) any amendment, modification, termination, or removal of, or addition or supplement to, the Credit Agreement, the Note or any other Transaction Document, or any change in time, manner, or place of payment or performance of any Obligation; (c) any assignment, mortgage, release, exchange, addition, or transfer of any Collateral; (d) any failure, refusal, omission or delay on the part of the Borrower, any of the Credit Parties or any other Person to conform or comply with any term of the Credit Agreement, the Note or any other Transaction Document or any other agreement; (e) any waiver, consent, extension, indulgence, surrender, settlement, subordination, release, compromise, or other agreement, or the exercise or non-exercise of any right or remedy thereunder, with or without consideration; (f) the occurrence and/or continuance of any bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, liquidation, arrangement, adjustment of debt, relief of debtors, dissolution, or similar debtor relief laws proceeding with respect to the Borrower, any of the United States Credit Parties, or any other applicable jurisdictions from time Person, including without limitation any modification of the Borrower’s obligations under the Credit Agreement, the Note or any other Transaction Document in connection with any such proceeding; (g) any defect in the title, condition, compliance with specifications, design, operation, or fitness for use of, or any damage to time or loss of, or governmental prohibition or restriction, condemnation, requisition, or seizure of, any Collateral for any reason; (h) any merger, consolidation, restructuring, termination of existence, sale of assets, or change in effect and affecting the rights ownership of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by any membership interests or against shares of capital stock of either of the Borrower or the Parent Guarantor; (i) any present or future law, regulation, or order in any jurisdiction (whether of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer right or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Codein fact) or any comparable provisions agency thereof affecting any term of any similar federal Obligation or state any rights of any of the Creditors with respect thereto, including, without limitation, any law, regulation or order purporting to vary the terms of payment or to restrict the right or power of the Borrower or of the Parent Guarantor to make payment of its Obligations to the Creditors; or (j) any other circumstances whatsoever which might otherwise constitute a defense available to, or a discharge of, the Borrower or the Parent Guarantor.

Guaranty. The (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees to Lender for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and at all times thereafter, other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender Parties under or in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinTerm Loan Agreement, the term Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “Guaranteed Obligationsindebtedness,” means “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and future indebtedness, obligations, and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary undetermined, and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any recovery upon such indebtedness, obligations, liabilities and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Law, and shall include including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief LawsLaws naming such Person as the debtor in such proceeding. Anything contained herein to the contrary notwithstandingThe foregoing indebtedness, the liabilities and other obligations of the Guarantor hereunder at Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.” (b) 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 (Title 11, United States Code) or any comparable provisions limitations on the amount of any similar federal or state lawGuarantor’s liability with respect to the 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 the Guarantor’s liability hereunder to the extent needed to make this Guaranty and the Guarantor Documents fully enforceable and nonavoidable.

Guaranty. (a) The Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender guarantees, as a primary obligor and not merely as a surety, the full and prompt punctual payment when duedue and performance, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, and at of all times thereafter, Obligations of each other Loan Party now or hereafter existing under or in respect of the Guaranteed Obligations Loan Documents, any Letter of Credit, any Secured Cash Management Agreement or any Secured Hedge Agreement (as hereafter definedthe Loan Documents, Letters of Credit, Secured Cash Management Agreements and Secured Hedge Agreements, collectively, the “Secured Documents”) and the punctual performance (including, without limitation, any extensions, increases, modifications, substitutions, amendments or renewals of any or all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed foregoing Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein), the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, whether direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the “Guaranteed Obligations”), of the Borrower and agrees to the Lender arising under the Agreement and pay any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costsexpenses (including, reasonable attorneys’ without limitation, fees and expenses of counsel) incurred by the Lender Administrative Agent or any other Secured Party in connection with enforcing any rights under this Guaranty or any other Secured Document, to the collection or enforcement thereof)extent reimbursable under Section 10.04 of the Credit Agreement. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations shall include and would be owed by any such indebtedness, obligations, and liabilities other Loan Party to any Secured Party under or in respect of the Borrower Secured Documents but for the fact that they are unenforceable or not allowable due to the Lender arising under existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. (b) The Guarantor hereby unconditionally and irrevocably agrees that in the Agreement and event any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect payment shall be required to be made to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim Secured Party under any proceeding or case commenced by or against the Guarantor this Guaranty or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute Subsidiary Guaranty or any other liquidationguaranty pertaining to the Guaranteed Obligations, conservatorshipthe Guarantor will contribute, bankruptcyto the maximum extent permitted by law, assignment for such amounts to each other guarantor so as to maximize the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, aggregate amount paid to the Secured Parties under or similar debtor relief laws in respect of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawSecured Documents.

Guaranty. The (a) Each Guarantor hereby unconditionally and irrevocably absolutely guarantees to Lender the full Agent and prompt payment when duethe Lenders, the due and punctual payment, performance and discharge (whether at upon stated maturity, by required prepaymentdemand, upon acceleration, demand acceleration or otherwise, and at all times thereafter, otherwise in accordance with the terms thereof) of the Guaranteed Obligations (as hereafter definedi) and the punctual performance of all of the terms contained in the documents executed Obligations, (ii) all terms, conditions, agreements, representations and warranties at any time made by the Borrower in favor of Lender in connection with to the Guaranteed Obligations. This Guaranty is a guaranty of payment Agent and performance the Lenders pursuant to the Loan Agreement and is not merely a guaranty of collection. As used hereinthe other Loan Documents, the term “Guaranteed Obligations” means any and (iii) all existing and future indebtednessother debts, obligations, obligations and liabilities of every kindthe Borrower to the Agent and the Lenders incurred pursuant to the Loan Agreement and the other Loan Documents, nature and character, whether direct or indirect, absolute or contingent, secured or unsecured, due or to become due, joint or several, primary or secondary, liquidated or unliquidated, voluntary now existing or involuntary hereafter incurred, created or arising, howsoever evidenced, whether created directly to or acquired by assignment or otherwise by the Agent and the Lenders, and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower may be liable individually or jointly with others, and regardless of whether recovery upon any of such other debts, obligations or liabilities becomes barred by any statute of limitations, is void or voidable under any law relating to fraudulent obligations or otherwise or is or becomes invalid or unenforceable for any other reason (the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof Obligations and all costssuch other debts, reasonable attorneys’ fees liabilities and expenses incurred by obligations being jointly referred to as the Lender in connection with the collection or enforcement thereof“Guaranteed Obligations”). Without limiting the generality of the foregoing, the term “Guaranteed Obligations Obligations” as used herein shall include any such indebtednessall debts, obligations, liabilities and liabilities of obligations incurred by the Borrower to the Lender arising under Agent and the Agreement Lenders in any bankruptcy case of the Borrower and any instrumentsinterest, agreements fees or other documents of charges accrued in any kind such bankruptcy, whether or nature now not any such interest, fees or hereafter executed in connection with other charges are recoverable from the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor Borrower or the Borrower Borrower’s estate under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law11 U.S.C. § 506.

Guaranty. The (i) For value received, and in consideration of the waivers granted by the Agent and the Lender pursuant to the amendment to the Credit Agreement of even date herewith (from which the Guarantor hereby will derive substantial direct and indirect benefit), the Guarantor unconditionally and irrevocably guarantees to Lender for the benefit of the Secured Parties the full and prompt payment when due, whether at stated maturitymaturity or earlier, by required prepayment, upon acceleration, demand reason of acceleration or otherwise, and at all times thereafter, of all the Guaranteed Brooke Obligations (as now or hereafter defined) existing under the Performance Guaranty, the Sale and Servicing Agreement, the Credit and Security Agreement or any other Related Document; provided that the aggregate amount of payments made by the Guarantor hereunder in respect of the Brooke Obligations at the request of the Agent or the Lender shall not exceed $25,000,000. In addition, the Guarantor shall pay to the Agent and the punctual Lender on demand and in immediately available funds an amount equal to all reasonable fees, costs and expenses (including, without limitation, all court costs and attorneys’ and paralegals’ fees, costs and expenses) paid or incurred by the Agent or the Lender in: (1) endeavoring to collect all or any part of the Brooke Obligations from, or in prosecuting any action against, the Guarantor relating to this Guaranty or any other Related Document or the transactions contemplated hereby or thereby; (2) taking any action with respect to any security or collateral securing the Brooke Obligations or the Guarantor’s obligations hereunder; or (3) preserving, protecting or defending the enforceability of, or enforcing, this Guaranty or its rights hereunder. In addition, the Guarantor further agrees to pay to the Agent and the Lender, on demand and in immediately available funds, interest on any amount due hereunder, from the date of demand under this Guaranty until paid in full at the Base Rate plus 2% (the “Interest Rate”). The Guarantor hereby agrees that this Guaranty is an absolute guaranty of payment and is not a guaranty of collection. (ii) To secure the payment and performance by the Guarantor of all of the terms contained covenants and obligations to be paid or performed by it pursuant to this Guaranty and each other Related Document, the Guarantor hereby grants to the Agent, on behalf of the Secured Parties (and their respective successors and assigns), a security interest in all of the documents executed by Guarantor’s right, title and interest in and to all of the Borrower following property and interests in favor property (collectively, the “Collateral”), in each case whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wheresoever located: (a) all right, title and interest of Lender the Guarantor in, to and under all Brooke Franchise Agreements now or hereafter existing, including, without limitation, all moneys due and to become due under or in connection with the Guaranteed Obligations. This Guaranty is a guaranty any such Brooke Franchise Agreement (whether in respect of Sales Commissions, fees, expenses, indemnities or otherwise); (b) all other accounts, equipment, inventory, general intangibles, payment and performance and is not merely a guaranty intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of collection. As used hereincredit, the term “Guaranteed Obligations” means any letter of credit rights, certificates of deposit, deposit accounts and all existing other property and future indebtednessinterests in property of the Guarantor, obligationswhether tangible or intangible, and liabilities of every kind, nature and character, direct whether real property or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary personal property and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses now owned or otherwise, existing or hereafter arising or acquired and wheresoever located; and (c) all proceeds of the Borrower foregoing property described in clauses (a) and (b) above, including, without limitation, proceeds which constitute property of the type described in clauses (a) and (b) above and, to the extent not otherwise included, all (i) payments under any insurance policy (whether or not the Agent or the Lender arising under is the Agreement and any instrumentsloss payee thereof), agreements indemnity, warranty or other documents guaranty payable by reason of any kind loss or nature now damage to or hereafter executed in connection with the Agreement otherwise with respect to any loan or letter of credit thereunder the foregoing and (including all renewalsii) interest, extensionsdividends, amendmentscash, refinancings instruments and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions property from time to time received, receivable or otherwise distributed in effect and affecting respect of or in exchange for or on account of the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by sale or against the Borrower other disposition of any proceeding under or all of the then existing Collateral. (iii) Upon the occurrence of an Event of Default or a default in respect of any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations obligation of the Guarantor hereunder to be performed by it pursuant to this Guaranty or any other Related Document, the Agent shall have, in addition to all other rights and remedies under this Guaranty or otherwise, all other rights and remedies provided to a secured party under the UCC of the applicable jurisdiction and other applicable laws, which rights shall be cumulative. The rights and remedies of a secured party which may be exercised by the Agent shall include, without limitation, the right, without notice except as specified below, to solicit and accept bids for and sell the Collateral or any part thereof in one or more parcels at a public or private sale, at any time exchange, broker’s board or at any of the Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Guarantor agrees that, to the extent notice of sale shall be limited to an aggregate amount equal required by law, 10 days’ notice to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 Guarantor of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions time and place of any similar federal public sale or state lawthe time after which any private sale is to be made shall constitute reasonable notification and that it shall be commercially reasonable for the Agent to sell the Collateral on an “as is” basis, without representation or warranty of any kind. The Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given and may adjourn any public or private sale from time to time by announcement at the time and place fixed therefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to Lender the Agent and the Banks, and their respective successors, endorsees, transferees, assigns and Substitutes, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise, ) and at all times thereafter, performance of the Guaranteed Obligations (as hereafter defined) indebtedness, liabilities and other obligations of the Borrower to the Agent and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender Banks under or in connection with the Guaranteed ObligationsFacility Agreement and the other Loan Documents, including all unpaid principal of the Advances, all interest accrued thereon, all fees due under the Facility Agreement and all other amounts payable by the Borrower to the Agent and the Banks thereunder or in connection therewith. This Guaranty is a guaranty of payment The terms "indebtedness," "liabilities" and performance "obligations" are used herein in their most comprehensive sense and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and future indebtedness, obligations, and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary and undetermined, together with interest thereon at the contract rate (whether for principal, interest, premiums, fees indemnities, damages, costs, expenses before or otherwise, of after the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents commencement of any kind or nature now or hereafter executed in connection with the Agreement Insolvency Proceeding with respect to any loan or letter of credit thereunder (including all renewalsthe Borrower), extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any whether recovery upon such indebtedness, obligations, liabilities and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect law. The foregoing indebtedness, liabilities and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor hereunder at in connection with this Guaranty (including any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance and all amounts due under Section 548 of 17), shall hereinafter be collectively referred to as the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law"Subject Obligations."

Guaranty. The 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 TWINLAB CORPORATION, a Delaware corporation (“Borrower”), Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Lender: (i) the full and prompt payment when due of the principal of, all interest on, and all fees in respect of, all of the Loans and Letter of Credit Obligations and (ii) the full and prompt payment and performance of any and all other Obligations, whether all or any portion of such Loans, Letter of Credit Obligations and other Obligations are now or hereafter existing, direct or indirect, related or unrelated, joint or several, or absolute or contingent, whether or not for the payment of money, and whether arising by reason of an extension of credit, opening of a letter of credit, loan, guarantee, Rate Management Obligation or in any other manner (all of the indebtedness, liabilities and obligations described in the foregoing clauses (i) and (ii) of this Section 1.1 which are outstanding from time to time are collectively referred to as the “Guaranteed Obligations”). Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Lender the full and prompt payment and performance of the Guaranteed Obligations when any of the Guaranteed Obligations are due, whether at stated maturityincluding, without limitation, on the occurrence of an Event of Default, by required prepaymentreason of the maturity or acceleration of any of the Guaranteed Obligations, upon accelerationon the occurrence of a default under the terms of this Guaranty, demand or otherwise, and at all any times thereafter, of after the Guaranteed Obligations (as hereafter defined) and date when due. Notwithstanding anything to the punctual performance of all of the terms contrary contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This this Guaranty or any other Loan Document to which any Guarantor is a guaranty party: (a) the definition of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means set forth in this Guaranty shall exclude Excluded Swap Obligations in respect of Guarantor; (b) in no event shall the proceeds of any Loan Collateral provided by Guarantor be applied by Lender to any Excluded Swap Obligations in respect of Guarantor; and (c) without limiting any provision set forth in any Loan Document, to the fullest extent permitted by law, Guarantor hereby waives any and all existing and future indebtedness, obligations, and liabilities rights to require marshalling of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred assets by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawLender.

Guaranty. The (a) In order to induce the Lenders to extend credit to the Borrower, each Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees to Lender the full performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtednessObligations of the Borrower to the Beneficiaries, obligationsnow or hereafter made, and liabilities of every kindincurred or created, nature and character, direct or indirect, whether absolute or contingent, liquidated or unliquidated, voluntary whether due or involuntary not due, and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender however arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder Credit Agreement, this Guaranty, the other Loan Documents (including those arising under successive borrowing transactions under the Credit Agreement and all renewals, extensions, amendments, refinancings extensions and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Beneficiaries in connection with the collection or enforcement thereof). Without limiting thereof payable in accordance with, and to the generality extent provided in Section 10.04 of the foregoing, the Guaranteed Obligations shall include any Credit Agreement) and whether recovery upon such indebtedness, obligations, indebtedness and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the any Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Law, and shall include including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief LawsLaws (collectively, the “Guarantied Obligations”). In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees that any Guarantor’s payment of a portion, but not all, of the Guarantied Obligations shall in no way limit, affect, modify or abridge any 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 Guarantors 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 Guarantied Obligations which might otherwise constitute a defense to the obligations of each Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. (b) Anything contained herein in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under this Guaranty and the Guarantor hereunder at any time other Loan Documents shall be limited to an a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable applicable provisions of comparable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, 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 the Borrower or other Affiliates of the Borrower to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder and (ii) under any guaranty of subordinated Indebtedness which guaranty contains a limitation as to maximum amount similar federal 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 Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or state lawcontribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement. (c) The Guarantors desire to allocate among themselves, in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by a Guarantor under this Guaranty, each such Guarantor shall be entitled to a contribution from each of the other Guarantors in the maximum amount permitted by law so as to maximize the aggregate amount of the Guarantied Obligations paid to the Beneficiaries.

Guaranty. The Guarantor Guarantors hereby jointly and severally unconditionally and irrevocably guarantees to Lender guarantee the full and prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, and at all times thereafterof, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of of, (a) the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all whether now or hereafter existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costsfees, expenses or otherwise, (b) all obligations owed to any Guarantied Party pursuant to a Guarantied Swap Contract, excluding any Excluded Swap Obligations of a Guarantor, (c) any and all reasonable out-of-pocket expenses (including, without limitation, reasonable expenses and reasonable counsel fees and expenses of the Administrative Agent and the Lenders) incurred by any of the Guarantied Parties in enforcing any rights under this Guaranty and (d) all present and future amounts that would become due but for the operation of any provision of Debtor Relief Laws, and all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any Guarantor voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the items set forth in clauses (a), (b), (c) and (d) immediately above being herein referred to as the “Guarantied Obligations”). Upon failure of the Borrower to pay any of the Lender arising under Guarantied Obligations when due after the giving by the Administrative Agent and/or the Lenders of any notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement and other Loan Documents (whether at stated maturity, by acceleration or otherwise), 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 instrumentsother demand or notice whatsoever, agreements including without limitation, any notice having been given to any Guarantor of either the acceptance by the Guarantied Parties of this Guaranty or other documents the creation or incurrence of any kind or nature now or hereafter executed 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 connection with the Agreement with respect order to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred enforce payment by the Lender in connection with the collection Guarantors, first or enforcement thereof). Without limiting the generality contemporaneously to accelerate payment of any of the foregoingGuarantied Obligations, the Guaranteed Obligations shall include to institute suit or exhaust any such indebtednessrights against any Loan Party, obligations, and liabilities of the Borrower or to enforce any rights against any Collateral. Notwithstanding anything herein or in any other Loan Document to the Lender arising under the Agreement and contrary, in any instrumentsaction or .proceeding involving any state corporate law, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, state or federal bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States reorganization or other applicable jurisdictions from time to time in effect and law affecting the rights of creditors generally 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, “Debtor Relief Fraudulent Transfer Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, 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 Guarantor hereunder at any time shall Borrower to the extent that such Indebtedness would be limited to discharged in an aggregate amount equal to the largest amount paid by such Guarantor hereunder) and (b) to the value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable requirements of Law, (ii) Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of the 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 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, the Administrative Agent or any other Person, be automatically limited and reduced to the highest amount that would is valid and enforceable and not render its obligations hereunder subject subordinated to avoidance the claims of other creditors as a fraudulent transfer determined in such action or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawproceeding.

Guaranty. The Guarantor hereby unconditionally hereby, irrevocably and irrevocably unconditionally, guarantees to Lender the full and prompt punctual payment when due, in lawful money of the United States of America, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, and at all times thereafter, of the Guaranteed Loans and all other Obligations (as hereafter defined) owing by the Company to the Lenders, the Administrative Agent, the Swingline Lender and Other Agents, or any of them, under the Credit Agreement, the Notes, and the punctual performance of other Credit Documents, including all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment renewals, extensions, modifications and performance and is not merely a guaranty of collection. As used hereinrefinancings thereof, the term “Guaranteed Obligations” means any and all existing and future indebtednessnow or hereafter owing, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiumsfees, fees expenses, indemnities, damages, costs, expenses reimbursement obligations or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder and all reasonable out-of-pocket expenses (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses expenses) incurred by the Lender Lenders or the Administrative Agent in connection with enforcing any rights under this Guaranty (collectively, the collection or enforcement thereof“Guaranteed Obligations”). Without limiting , including without limitation, all interest which, but for the generality filing of a petition in bankruptcy, would accrue on any principal portion of the foregoingGuaranteed Obligations. Any and all payments by the Guarantor hereunder shall be made in U.S. Dollars 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 U.S. Dollars, that it would otherwise be entitled to receive with respect to the Guaranteed Obligations shall include any such indebtedness, obligations(but without duplication of amounts for Indemnified Taxes already included in the Guaranteed Obligations). The Guarantor acknowledges and agrees that this is a guarantee of payment when due, and liabilities not of collection, and that this Guaranty may be enforced up to the full amount of the Borrower to Guaranteed Obligations without proceeding against the Lender arising under Company, against any security for the Agreement and Guaranteed Obligations, against any instruments, agreements other Person or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), other guaranty covering any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws portion of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawGuaranteed Obligations.

Guaranty. The (a) Guarantor hereby absolutely and unconditionally and irrevocably guarantees to Lender the full and prompt punctual payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, and at all times thereafterwithout set-off, counterclaim or other reduction whatsoever, of (i) the Guaranteed Obligations (as hereafter defined) and the punctual performance of all aggregate outstanding unpaid principal amount of the terms contained in Loan, (ii) all accrued and unpaid interest on the documents executed by principal amount of the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligationsLoan, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising (iii) all other amounts due under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions Loan from time to time or under any documents and instruments executed and delivered or assigned to Lender in effect and affecting order to evidence the rights of creditors generally Loan or evidence or perfect a lien or security interest in collateral for the Loan (collectively, “Debtor Relief Laws”the "Collateral Documents"), and shall include interest that accrues after the commencement by any and all extensions, renewals or against the Borrower modifications of any proceeding under of the foregoing (such principal, interest and other amounts are hereinafter referred to collectively as the "Obligations"). In addition, if Guarantor shall fail to pay any Debtor Relief Laws. Anything contained herein amount due hereunder upon demand in accordance with the terms hereof Guarantor shall pay any and all fees, costs and expenses (including reasonable attorneys' fees) incurred by Lender to third parties, whether litigation is involved or not, and if involved, whether at the contrary notwithstandingtrial or appellate levels or in pre-or post-judgment or bankruptcy proceedings, in enforcing the obligations of the Guarantor hereunder at or realizing upon any time shall collateral securing this Guaranty (all of the foregoing fees, costs and expenses are referred to herein collectively as the "Guaranteed Expenses"). The Obligations and any instrument, document or agreement, express or implied, which has been or may hereafter be limited to an aggregate amount equal made or entered into by Guarantor, Borrower or any other person or entity in reference to the largest amount that would not render its obligations hereunder subject Obligations (including, without limitation, the Collateral Documents and the Pledge Agreement, as hereinafter defined) shall all be hereinafter collectively referred to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code "Terms". (Title 11b) For purposes hereof, United States Code) or any comparable provisions of any similar federal or state law.the following terms shall have the following respective meanings:

Guaranty. The Guarantor For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration for, and as an inducement to Landlord to make the foregoing lease with Tenant, the undersigned absolutely and unconditionally guarantees, to Landlord and irrevocably guarantees to Lender its successors, the full payment and prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, performance and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance observation of all of the terms contained in the documents executed terms, covenants, conditions, provisions and agreements therein provided to be performed or observed by the Borrower in favor Tenant, without requiring any notice of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and nonpayment, non-performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganizationnon-observance, or similar debtor relief laws proof, or notice, or demand, all of which the United States or other applicable jurisdictions from time to time in effect undersigned expressly waives. The undersigned expressly agrees that the validity of this guaranty and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor undersigned as guarantor hereunder at will in no way be terminated, affected or impaired by reason of the assertion by Landlord against Tenant of any time shall be limited of the rights or remedies reserved to an aggregate amount equal Landlord pursuant to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 provisions of the Bankruptcy Code (Title 11lease. Landlord may grant extensions of time and other indulgences and may modify, United States Code) amend and waive any of the terms, covenants, conditions, provisions or agreements of the lease, and discharge or release any comparable provisions party or parties to the lease, all without notice to the undersigned and without in any way impairing, releasing or affecting the liability or obligation of the undersigned. The undersigned agrees that Landlord may proceed directly against the undersigned without taking any action under the lease and without exhausting Landlord's remedies against Tenant; and no discharge of Tenant in bankruptcy or in any other insolvency proceedings will in any way or to any extent discharge or release the undersigned from any liability or obligation under this guaranty. The undersigned further covenants and agrees that this guaranty will remain and continue in full force and effect as to any renewal, modification or extension of the lease, and that no subletting and no assignment of the lease, with or without Landlord's consent, will release or discharge the undersigned. As a further inducement to Landlord to make the lease and in consideration of the lease, Landlord and the undersigned covenant and agree that in any action or proceeding brought by either Landlord or the undersigned against the other on any matter whatsoever arising out of, under, or by virtue of any similar federal of the terms, covenants, conditions, provisions or state lawagreements of the lease or of this guaranty, Landlord and the undersigned will and do hereby waive trial by jury. The undersigned agrees to pay, in addition to any damages which a court of competent jurisdiction may award, such amount or amounts as the court may determine to be reasonable attorneys' fees and costs incurred by Landlord or its successors or assigns in the enforcement of this guaranty. In the event Landlord or the undersigned institute any action or proceeding against the other relating to this guaranty, the unsuccessful party in such action or proceeding shall reimburse the successful party for reasonable attorneys' fees and other costs and expenses incurred therein by the successful party. All rights under this guaranty will inure to the benefit of any successors or assigns of Landlord.

Guaranty. The Each Subsidiary Guarantor hereby (i) ratifies, restates and confirms its Guarantee in favor of the Lender Parties made pursuant to the “Subsidiary Guaranty” (as defined in the Existing Credit Agreement) and (ii) absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees to Lender the full performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) any and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damages, costs, expenses or otherwise, of the Borrower Borrowers to the Lender Parties, and whether arising hereunder or under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder Loan Document (including all renewals, extensions, amendments, refinancings amendments and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed ) and whether recovery upon such Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the any Subsidiary Guarantor or the any Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include including interest that accrues after the commencement by or against the any Borrower of any proceeding under any Debtor Relief LawsLaws (collectively, the “Guaranteed Borrower Obligations”). The Administrative Agent’s books and records showing the amount of the Guaranteed Borrower Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Subsidiary Guarantor, and conclusive for the purpose of establishing the amount of the Guaranteed Borrower Obligations. This Subsidiary Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Borrower Obligations or any instrument or agreement evidencing any Guaranteed Borrower Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Borrower Obligations which might otherwise constitute a defense to the obligations of any Subsidiary Guarantor under this Subsidiary Guaranty, and each Subsidiary Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the each Subsidiary Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder under this Subsidiary Guaranty subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawLaw.

Guaranty. The (a) Each Guarantor hereby unconditionally and irrevocably guarantees to Lender the full and prompt punctual payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, and at of all times thereafter, obligations of each other Loan Party now or hereafter existing under or in respect of the Guaranteed Obligations Loan Documents (as hereafter defined) and the punctual performance including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinforegoing obligations), the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, whether direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such obligations being the "Guaranteed Obligations"), of the Borrower and agrees to the Lender arising under the Agreement pay any and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder all expenses (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ counsel fees and expenses expenses) incurred by the Lender Agent or the Lenders in connection with the collection or enforcement thereof)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 shall include 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 indebtedness, obligationsLoan Party. (b) Each Guarantor, and liabilities by its acceptance of this Guaranty, the Borrower to Agent and each Lender, hereby confirms that it is the Lender arising under the Agreement intention of all such Persons that this Guaranty and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the 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 extent applicable to this Guaranty and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Agent, the Lenders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Guaranty at any time shall be limited to an aggregate the maximum amount equal to as will result in the largest amount that would obligations of such Guarantor under this Guaranty not render its obligations hereunder subject to avoidance as constituting a fraudulent transfer or conveyance under Section 548 conveyance. For purposes hereof, "Bankruptcy Law" means any proceeding of the Bankruptcy Code type referred to in Section 6.1(f) and (g) of the Credit Agreement or Title 11, United States U.S. Code) , or any comparable provisions of any similar foreign, federal or state lawlaw for the relief of debtors.

Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to Lender the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise, ) and at all times thereafter, performance of the Guaranteed Obligations (as hereafter defined) indebtedness, liabilities and the punctual performance of all other obligations of the terms contained in Company to the documents executed by the Borrower in favor of Lender Guaranteed Parties under or in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinCredit Agreement, the term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Company to the Guaranteed Parties thereunder or in connection therewith. The terms “Guaranteed Obligationsindebtedness,” means “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and future indebtedness, obligations, and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary undetermined, and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any recovery upon such indebtedness, obligations, liabilities and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Law, and shall include including interest that accrues after the commencement by or against the Borrower Company or any Affiliate thereof of any proceeding under any Debtor Relief LawsLaws naming such Person as the debtor in such proceeding. Anything contained herein to the contrary notwithstandingThe foregoing indebtedness, the liabilities and other obligations of the Company, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor hereunder at in connection with this Guaranty (including any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance and all amounts due under Section 548 10.04 of the Bankruptcy Code (Title 11Credit Agreement), United States Code) or any comparable provisions of any similar federal or state lawshall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. The Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise) of all the indebtedness, liabilities and at all times thereafter, other payment obligations of each Designated Borrower (now existing or hereafter arising pursuant to Section 2.14 of the Credit Agreement) to the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender Parties under or in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinCredit Agreement, the term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all amounts owing in respect of the L/C Obligations, all fees due under the Credit Agreement and all other amounts payable by each Designated Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “Guaranteed Obligationsindebtedness,” means “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and future indebtedness, obligations, and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary undetermined, and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any recovery upon such indebtedness, obligations, liabilities and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include including interest that accrues after the commencement by or against the any Designated Borrower or any Affiliate thereof of any proceeding under any Debtor Relief LawsLaws naming such Person as the debtor in such proceeding. Anything contained herein to the contrary notwithstandingThe foregoing indebtedness, the liabilities and other obligations of each Designated Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor hereunder at in connection with this Guaranty (including any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance and all amounts due under Section 548 of 12), shall hereinafter be collectively referred to as the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law“Guaranteed Obligations.”

Guaranty. The In order to induce the Lenders to extend credit to the Company and the Designated Borrowers, the Cash Management Banks to enter into Guaranteed Cash Management Agreements and the Hedge Banks to enter into Guaranteed Hedge Agreements, the Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees to Lender the full performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtednessObligations of any Designated Borrower to the Beneficiaries, obligationsin each case, and liabilities of every kindnow or hereafter made, nature and characterincurred or created, direct or indirect, whether absolute or contingent, liquidated or unliquidated, voluntary whether due or involuntary not due, and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender however arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder Credit Agreement, the other Loan Documents (including those arising under successive borrowing transactions under the Credit Agreement and all renewals, extensions, amendments, refinancings extensions and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Beneficiaries in connection with the collection or enforcement thereof). Without limiting thereof payable in accordance with, and to the generality extent provided in, Section 10.04 of the foregoing, the Credit Agreement) and any Guaranteed Obligations shall include any Cash Management Agreement or Guaranteed Hedge Agreement and whether recovery upon such indebtedness, obligations, Indebtedness and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become becomes unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the any Designated Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief LawsLaw (collectively, the “Guarantied Obligations”). Anything contained herein 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 contrary notwithstanding, Guarantied Obligations which might otherwise constitute a defense to the obligations of the Guarantor hereunder at under this Guaranty, and the Guarantor hereby irrevocably waives any time defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Notwithstanding the foregoing, the liability of the Guarantor with respect to the Guarantied Obligations shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the United States Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or applicable state law.

Guaranty. The Guarantor Guarantors hereby jointly and severally, unconditionally and irrevocably guarantees irrevocably, guarantee to Lender and its respective successors, endorsees, transferees and assigns, the full and prompt payment when due, due (whether at stated maturity, by required prepaymentdeclaration, upon acceleration, demand or otherwise, ) and at all times thereafter, performance of the Guaranteed Obligations (as hereafter defined) indebtedness, liabilities and the punctual performance other obligations of all of the terms contained in the documents executed by the Borrower in favor of Company to Lender under or in connection with the Guaranteed Obligations. This Guaranty is Note (each a guaranty of payment and performance and is not merely a guaranty of collection. As used herein“Document” and, collectively, the term “Guaranteed ObligationsDocuments”), including all unpaid principal, all interest accrued thereon, all fees due to Lender and all other amounts payable by Company to Lender thereunder or in connection therewith, and including interest that accrues after the commencement by or against Company of any action, case or proceeding involving insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or dissolution under any applicable laws with respect thereto (an “Insolvency Proceeding”). The terms “indebtedness,” means “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, regardless of by what instrument, agreement, contract or entry in Lender’s accounts they may be evidenced, or whether evidenced by any instrument, agreement, contract or entry in Lender’s accounts, whether voluntary or involuntary and future indebtedness, obligations, and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary undetermined, and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any recovery upon such indebtedness, obligations, liabilities and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code Reform Act of 1978 (Title 11the “Bankruptcy Code”) or sf-2795824 other applicable law. The foregoing indebtedness, United States Codeliabilities and other obligations of Company, and all other indebtedness, liabilities and obligations to be paid or performed by Guarantors in connection with this Guaranty (including any and all amounts due under Section 11 hereof), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for shall hereinafter be collectively referred to as the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief LawsObligations.”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor hereby Each of the Guarantors unconditionally and irrevocably irrevocably, jointly and severally, guarantees to Lender the Agent, the Issuing Lender, any Bank Product Provider and the Lenders, and their respective successors, endorsers, transferees and assigns (the “Guaranteed Persons”), the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all indebtedness, liabilities and other obligations (including the Obligations) of the terms contained in the documents executed by the any Borrower in favor to any Guaranteed Person, whether arising out of Lender or in connection with this Agreement, any other Loan Document or otherwise, including all unpaid principal of the Loans, all L/C Obligations, all interest accrued thereon, all fees due under this Agreement and all other amounts payable by any Borrower to any Guaranteed ObligationsPerson thereunder or in connection therewith. This Guaranty is a guaranty of payment The terms “indebtedness,” “liabilities” and performance “obligations” are used herein in their most comprehensive sense and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and future indebtedness, obligations, and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary undetermined, and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any recovery upon such indebtedness, obligations, liabilities and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time law. The foregoing indebtedness, liabilities and other obligations (including the Obligations) of Borrowers shall hereinafter be collectively referred to time in effect and affecting as the rights of creditors generally (collectively“Guaranteed Obligations”; provided, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein anything to the contrary contained in the foregoing notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions Guaranteed Obligations of any similar federal Guarantor shall exclude its Excluded Swap Obligations. The Guaranteed Obligations include interest which, but for an Insolvency Proceeding, would have accrued on such Guaranteed Obligations, whether or state lawnot a claim is allowed against any Borrower for such interest in any such Insolvency Proceeding.

Guaranty. The (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor hereby irrevocably and unconditionally and irrevocably guarantees to Lender the Lender, its successors and assigns (i) the full and prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, and at all times thereafterwith such interest as may accrue thereon either before or after maturity thereof, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms 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 executed 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 favor 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 connection with endeavoring (x) to collect any indebtedness evidenced by any of the Guaranteed ObligationsObligations 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 is shall be a guaranty continuing Guaranty of payment all the Obligations and performance all of the duties and is not merely a guaranty covenants of collection. As used herein, the term “Guaranteed Obligations” means Borrower created pursuant to any and all existing of the Loan Documents, including, without limitation, any and future indebtednessall advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to any of every kind, nature and character, direct the Loan Documents whether voluntary or indirectinvoluntary, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary undetermined, and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any recovery upon such indebtedness, obligations, duties and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which covenants may be or hereafter become unenforceable 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 shall be an allowed otherwise dispose of, grant any option, warrant or disallowed claim under other right with respect to, pledge, hypothecate or otherwise encumber any proceeding of the capital stock of the Borrower now or case commenced hereafter owned by or against the Guarantor or without the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws prior written consent of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectivelyLender, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall which consent will not be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawunreasonably withheld.

Guaranty. The Subject to the provisions of Section 3 below, each Guarantor hereby irrevocably, absolutely and unconditionally guarantees, jointly with the other Guarantors and irrevocably guarantees to Lender severally, as a primary obligor and not merely as a surety, the full and prompt punctual payment or performance when due, whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in following debts, liabilities and obligations (collectively, the documents executed by “Guaranteed Obligations”): (i) all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower in favor arising under the Credit Agreement and each other Loan Document or otherwise with respect to any Loan or Letter of Credit; (ii) all debts, liabilities, obligations, covenants and duties of the Borrower or any of its Subsidiaries owing to any Lender or any Affiliate of any Lender and arising under any Swap Contract, including liabilities and obligations arising in connection with the Guaranteed Obligations. This Guaranty is or as a guaranty result of payment and performance and is not merely a guaranty early termination of collection. As used herein, the term “Guaranteed Obligations” means any and such Swap Contract; (iii) all existing and future indebtedness, obligationsliabilities and obligations of Borrower to Bank of America or any Affiliate of Bank of America now or hereafter existing, and liabilities of every kind, nature and characterwhether joint or several, direct or indirect, absolute or contingentcontingent or due or to become due, liquidated arising under or unliquidatedin connection with any agreement (including all schedules thereto, voluntary confirmations of transactions thereunder, and documents, definitions, and agreements incorporated therein by reference or involuntary and whether relating thereto) pursuant to which Bank of America has agreed to permit daylight overdrafts to occur on accounts maintained by Borrower with Bank of America, provide remote disbursement services for principalBorrower, interestprocess automated clearing house (ACH) transactions for the account of Borrower or extend credit to Borrower, premiumsin the form of credit card accounts, fees indemnitiesincluding, damageswithout limitation, any interest due thereon, all fees, costs, and expenses or otherwise, incurred by Bank of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed America in connection with the Agreement with respect to therewith, and termination payments and indemnifications relating thereto; and (iv) any loan and all fees, costs or letter of credit thereunder out-of-pocket expenses (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses costs) incurred by the Agent or any Lender in connection with enforcing any rights under this Guaranty and the collection other Loan Documents, in each case whether direct or enforcement thereofindirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include and would be owed by any such indebtedness, obligations, and liabilities Loan Party to the Agent or any Lender (or any Affiliate of a Lender in the case of a Swap Contract) under the Loan Documents or a Swap Contract but for the operation of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance automatic stay under Section 548 362(a) of the Bankruptcy Code of the United ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ (Title 11▇▇▇▇▇ ▇▇, United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code) (the “Bankruptcy Code”) or any comparable provisions the operation of any similar federal or state lawSections 502(b) and 506(b) of the Bankruptcy Code.

Guaranty. The Guarantor Subsidiaries, jointly and severally, hereby irrevocably, absolutely and unconditionally and irrevocably guarantees to Lender guarantee the full and prompt payment by the Company, as and when duedue and payable (whether by scheduled maturity, acceleration or otherwise), of all obligations from time to time owing in respect of the Notes, whether at stated maturityfor principal, by required prepaymentinterest (including, upon accelerationwithout limitation, demand all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Company, whether or not a claim for post-filing interest is allowed in such proceeding), fees or otherwise, and at all times thereafter, whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Company (notwithstanding the operation of the Guaranteed Obligations (automatic stay under Section 362(a) of the United States Bankruptcy Code, as hereafter defined) amended), and the punctual due performance and observance by the Company of all its other obligations now or hereafter existing in respect of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinNotes (collectively, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof”). Without limiting the generality of the foregoing, the Subsidiaries’ liability shall extend to all amounts that constitute part of the Guaranteed Obligations shall include and would be owed by the Company to the Investors but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company or any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under Subsidiaries. “Insolvency Proceeding” means any proceeding or case commenced by or against any Person under any provision of the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Bankruptcy Code), any successor statute as amended, or under any other liquidationbankruptcy or insolvency law, conservatorship, bankruptcy, assignment assignments for the benefit of creditors, moratoriumformal or informal moratoria, rearrangementcompositions, receivershipor extensions generally with creditors, insolvency, or proceedings seeking reorganization, arrangement, or other similar debtor relief laws relief. The Subsidiaries, jointly and severally, hereby guarantee that the Guaranteed Obligations will be paid or performed, as applicable, strictly in accordance with the terms of the United States Notes, regardless of any law, regulation or other applicable jurisdictions from time to time order now or hereafter in effect and in any jurisdiction affecting any of such terms or the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief LawsInvestors with respect thereto. Anything contained herein to the contrary notwithstanding, the The obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance Subsidiaries under Section 548 this section are independent of the Bankruptcy Code (Title 11obligations under the Notes, United States Code) and a separate action or actions may be brought and prosecuted against a Subsidiary to enforce this guaranty, irrespective of whether any action is brought against the Company or any comparable provisions other Subsidiary or whether the Company or any other Subsidiary is joined in any such action or actions. No representation is made by the Subsidiaries as to their present or future financial ability to fulfill their obligations of any similar federal or state lawguarantee.

Guaranty. (a) The Guarantor hereby Guarantors hereby, jointly and severally, unconditionally and irrevocably guarantees to Lender guaranty the full and prompt punctual payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses acceleration or otherwise, of the Borrower all Obligations and agree to the Lender arising under the Agreement pay any and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder all expenses (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ counsel fees and expenses expenses) incurred by the Lender in connection with the collection or enforcement thereof)enforcing any rights under this Agreement. Without limiting the generality of the foregoing, the Guaranteed Guarantors' liability shall extend to all amounts which constitute part of the Obligations shall include and would be owed by the Borrower under the Loan Agreement and the Note but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. (b) The Guarantors jointly and severally guaranty that the Obligations will be paid strictly in accordance with the terms of the Loan Agreement and the Note, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such indebtedness, obligations, and liabilities terms or the rights of the Lender with respect thereto. The obligations of the Guarantors under this Article 3 are independent of the obligations of the Borrower under the Loan Agreement and the Note, and a separate action or actions may be brought and prosecuted against the Guarantors to enforce this Article 3 irrespective of whether any action is brought against the Borrower or whether the Borrower is joined in any such action or actions. The liability of the Guarantors under this Article 3 shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of the Loan Agreement, the Note or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Loan Agreement or the Note, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Lender arising under Borrower or any of its Subsidiaries or otherwise; (iii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Agreement and Obligations; (iv) any instrumentsmanner of application of collateral, agreements or proceeds thereof, to all or any of the Obligations, or any manner of sale or other documents disposition of any kind collateral for all or nature now any of the Obligations or hereafter executed in connection with any other assets of any of the Agreement with respect to Borrower Parties; (v) any loan change, restructuring or letter termination of credit thereunder the corporate structure or existence of any of the Borrower Parties; (including all renewalsvi) any other circumstance which might otherwise constitute a defense available to, extensionsor a discharge of, amendmentsany of the Borrower Parties; or (vii) any bankruptcy, refinancings and other modifications thereof) which may be reorganization or hereafter become unenforceable or shall be an allowed or disallowed claim under any similar proceeding or case commenced by or against the Guarantor or any of the Borrower under Parties. This Guaranty shall continue to be effective or be reinstated, as the Bankruptcy Code (Title 11case may be, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder if at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 any payment of any of the Bankruptcy Code (Title 11Obligations is rescinded or must otherwise be returned by the Lender upon the insolvency, United States Code) bankruptcy or any comparable provisions reorganization of any similar federal the Borrower or state lawotherwise, all as though such payment had not been made.

Guaranty. The Guarantor Euronav hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety, (i) to the Lender Creditors the full and prompt payment when due, due (whether at the stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise) of (x) the principal of, premium, if any, and interest on the Notes, if any, issued by, and the Loans made to, the Borrower under the Credit Agreement, and (y) all other obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code or any similar provision of any Debtor Relief Laws, would become due), liabilities and indebtedness owing by the Borrower to the Lender Creditors (in the capacities referred to in the definition of Lender Creditors) under the Credit Agreement and each other Credit Document to which the Borrower is a party (including, without limitation, indemnities, fees and interest thereon (including any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding under any Debtor Relief Laws at the rate provided for in the Credit Agreement, whether or not such interest is an allowed claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and any such other Credit Document and the due performance and compliance by the Borrower with all times thereafterof the terms, conditions and agreements contained in all such Credit Documents (all such principal, premium, interest, liabilities, indebtedness and obligations being herein collectively called the “Credit Document Obligations”); and (ii) to each Other Creditor the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code or any similar provision of any Debtor Relief Laws, would become due), liabilities and indebtedness (including any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding under any Debtor Relief Laws at the rate provided for in the respective Interest Rate Protection Agreements or Other Hedging Agreements, whether or not such interest is an allowed claim in any such proceeding) owing by the Borrower under any Interest Rate Protection Agreement or Other Hedging Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans and/or Commitments from time to time, whether now in existence or hereafter arising, and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in each such Interest Rate Protection Agreement and Other Hedging Agreement to which it is a party (all such obligations, liabilities and indebtedness being herein collectively called the “Other Obligations” and, together with the Credit Document Obligations, the “Guaranteed Obligations”). If any or all of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under Secured Creditors becomes due and payable hereunder, Euronav unconditionally and irrevocably, promises to pay such indebtedness to the Agreement and Facility Agent and/or the other Secured Creditors, or order, on demand, together with any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and documented out-of-pocket expenses which may be incurred by the Lender Facility Agent and the other Secured Creditors in connection with the collection or enforcement thereof). Without limiting the generality collecting any of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawObligations.

Guaranty. The (i) Each US Subsidiary Guarantor hereby unconditionally and irrevocably guarantees to Lender the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise, ) and at all times thereafter, performance of the Guaranteed Obligations (as hereafter defined) indebtedness, liabilities and the punctual performance of all other obligations of the terms contained in US Borrowers to the documents executed by the Borrower in favor of Lender Guaranteed Parties under or in connection with the Credit Agreement, the Notes and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the US Borrowers to the Guaranteed Parties thereunder or in connection therewith (collectively, the “US Guaranteed Obligations. This Guaranty is a guaranty of ”) and (ii) each Guarantor hereby unconditionally and irrevocably guarantees to the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and is not merely a guaranty other obligations of collection. As used hereinthe European Borrower to the Guaranteed Parties under or in connection with the Credit Agreement, the term Notes and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the European Borrower to the Guaranteed Parties thereunder or in connection therewith (collectively, the “European Guaranteed Obligations”). The terms “indebtedness,” means “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and future indebtedness, obligations, and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary undetermined, and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any recovery upon such indebtedness, obligations, liabilities and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Law, and shall include including interest that accrues after the commencement by or against the Borrower Borrowers or any Affiliate thereof of any proceeding under any Debtor Relief LawsLaws naming such Person as the debtor in such proceeding. Anything contained herein to the contrary notwithstandingThe foregoing indebtedness, the liabilities and other obligations of the Guarantor hereunder at Borrowers, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance and all amounts due under Section 548 of 15), shall hereinafter be collectively referred to as the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law“Guaranteed Obligations.”

Guaranty. The (a) To induce the Lenders to make the Loans and the Issuers to issue Letters of Credit, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender guarantees, jointly with the other Guarantors and severally, as primary obligor and not merely as surety, the full and prompt punctual payment when due and in the currency due, whether at stated maturitymaturity or earlier, by required prepayment, upon reason of acceleration, demand mandatory prepayment or otherwiseotherwise in accordance herewith or any other Loan Document, of all the Guarantied Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Borrower or any other Loan Party, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at all times thereafterthe contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code, or any GUARANTY KNOLOGY, INC. applicable provisions of the Guaranteed Obligations (as hereafter defined) comparable state or foreign law, whether or not such interest is an allowed claim in such proceeding), fees and the punctual performance costs of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligationscollection. This Guaranty is constitutes a guaranty of payment and performance and is not merely a guaranty of collection. As used herein. (b) Each Guarantor further agrees that, the term “Guaranteed Obligations” means if (i) any payment made by Borrower or any other Person and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower applied to the Lender arising Guarantied Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or (ii) the proceeds of Collateral are required to be returned by any Guarantied Party to the Borrower, its estate, trustee, receiver or any other party, including any Guarantor, under any bankruptcy law, equitable cause or any other Requirement of Law, then, to the Agreement extent of such payment or repayment, any such Guarantor’s liability hereunder (and any instruments, agreements Lien or other documents of any kind or nature now or hereafter executed Collateral securing such liability) shall be and remain in connection with the Agreement with respect full force and effect, as fully as if such payment had never been made. If, prior to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations this Guaranty shall include have been cancelled or surrendered (and if any Lien or other Collateral securing such indebtednessGuarantor’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), obligationsthis Guaranty (and such Lien or other Collateral) shall be reinstated in full force and effect, and liabilities of the Borrower to the Lender arising under the Agreement and any instrumentssuch prior cancellation or surrender shall not diminish, agreements release, discharge, impair or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, otherwise affect the obligations of the any such Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 in respect of the Bankruptcy Code amount of such payment (Title 11, United States Code) or any comparable provisions of any similar federal Lien or state lawother Collateral securing such obligation).

Guaranty. The Guarantor Parent hereby absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees to Lender the full performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, whether direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder Credit Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which whether recovery upon such Obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute Parent or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Credit Party under Debtor Relief Laws”), and shall include including interest that accrues after the commencement by or against the Borrower any Credit Party of any proceeding under any Debtor Relief LawsLaws (collectively, the “Guaranteed Obligations”). Any Lender Party’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Parent and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Parent under this Guaranty, and the Parent hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor Parent hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar United States federal or state law, or applicable foreign law. Notwithstanding the foregoing, the Guaranteed Obligations shall not include any Excluded Swap Obligations.

Guaranty. The (a) Each Guarantor hereby hereby, jointly and severally, irrevocably, absolutely, and unconditionally and irrevocably guarantees to Lender the full and prompt punctual payment or performance when due, whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations, including (i) Guaranteed Obligations in respect of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or the operation of Sections 502(b) and 506(b) of the Bankruptcy Code; and (ii) Guaranteed Obligations to deliver and pledge cash collateral upon certain events. This Guaranty is constitutes a guaranty of payment and performance when due and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities each Guarantor specifically agrees that it shall not be necessary or required that the Agent or any Lender exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower (or any other Person) before or as a condition to the obligations of every kind, nature and character, direct the Guarantors hereunder. The Agent or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, any Lender may permit the indebtedness of the Borrower to the Agent or any Lender arising under to include indebtedness other than the Agreement Guaranteed Obligations, and may apply any instrumentsamounts received from any source, agreements other than from the Guarantors, to that portion of Borrower's indebtedness to the Agent or any Lender which is not a part of the Guaranteed Obligations. (b) To secure all of the Guarantors' obligations hereunder, each Guarantor assigns and grants to Lender a security interest in all moneys, securities, and other documents property of any kind or nature such Guarantor now or hereafter executed in connection the possession of Lender, all deposit accounts of such Guarantor maintained with the Agreement with respect to any loan or letter of credit thereunder (including all renewalsLender, extensions, amendments, refinancings and other modifications thereof and all costsproceeds thereof. Upon default or breach of any Guarantor's obligations to Lender, reasonable attorneys’ fees and expenses incurred by Lender may apply any deposit account to reduce the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of may foreclose any collateral as provided in the Borrower to the Uniform Commercial Code and in any security agreements between Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawGuarantor.

Guaranty. The Subsidiary Guarantor hereby unconditionally and irrevocably guarantees to the Agents and each Lender as hereinafter provided, as primary obligor and not as surety, the full and prompt payment of all Indebtedness of the Company under the Credit Agreement to the Agents and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Company to the Lenders in connection with the Loans at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Company to the Agents and the Lenders hereunder (collectively, the “Company Guaranteed Obligations”) in full when due, due (whether at stated maturity, by required as a mandatory prepayment, upon by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Subsidiary Guarantor hereby further agrees that if any of the Company Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Subsidiary Guarantor will promptly pay the same, without any demand or otherwisenotice whatsoever, and at all times thereafter, that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations Obligations, the same will be promptly paid in full when due (whether at extended maturity, as hereafter defineda mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) and the punctual performance of all of in accordance with the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligationssuch extension or renewal. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means Notwithstanding any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein provision to the contrary notwithstandingcontained in this Agreement or in any other of the Loan Documents or the other documents relating to the Company Guaranteed Obligations, the obligations of the Subsidiary Guarantor hereunder at any time under this Agreement and the other Loan Documents shall be limited to not exceed an aggregate amount equal to the largest amount that would not render its such obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawapplicable Debtor Relief Laws.

Guaranty. The Guarantor hereby unconditionally unconditionally, absolutely and irrevocably guarantees the punctual and complete payment and/or performance and/or completion when due of all obligations of the Tenant pursuant to Lender the full and prompt Operator Lease, including but not limited to the payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance due of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Monetary Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtednessincluding, obligationswithout limitation, and liabilities of every kindRental, nature and charactertaxes, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, insurance premiums, fees indemnitiesimpounds, reimbursements, late charges, default interest, damages, indemnity obligations and all other amounts, costs, fees, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents charges of any kind or nature type whatsoever, which may or at any time be due to Landlord under or pursuant to the documents listed on Schedule I attached hereto (collectively, the “Documents”) and the completion of all construction and alterations now being performed or hereafter executed to be performed and completed in connection the future in accordance with the Operator Lease. Guarantor also unconditionally guarantees the satisfaction of all conditions by Tenant and the full and timely performance of all obligations to be performed by Tenant, under or pursuant to the Documents. [FOR TRANSACTIONS INVOLVING CONSTRUCTION: In addition, Guarantor hereby unconditionally guarantees to and for the benefit of Landlord the full, prompt and complete performance by Tenant of all the terms and provisions of the Construction and Disbursement Agreement dated as of the date of this Guaranty (the “Disbursement Agreement”) pertaining to Tenant’s obligations with respect to any loan or letter the design, permitting, installation, construction and completion of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with construction of the collection or enforcement thereof)Improvements. Without limiting the generality of the foregoing, Guarantor guarantees that, subject to the Guaranteed Obligations shall include terms and conditions of the Disbursement Agreement: (a) the Improvements will be constructed, installed and completed in accordance with the Development Documents, the Master Sale-Leaseback Agreement (as defined in the Disbursement Agreement) and the other Transaction Documents (as defined in the Disbursement Agreement), subject to modifications to the extent permitted thereunder; (b) the Improvements will be constructed, installed and completed free and clear of any liens on account of the construction, installation and/or completion of the Improvements; and (c) all costs of constructing the Improvements, including any and all cost overruns or Change Orders (as defined in the Disbursement Agreement) will be paid when due. Completion of the Improvements free and clear of liens (other than Permitted Exceptions, as defined in the Master Sale-Leaseback Agreement) will be deemed to have occurred only upon satisfaction of the conditions set forth in the Development Documents and the Disbursement Agreement, and the expiration of the applicable statutory periods of the state in which the Leased Premises is located within which valid construction, mechanics or materialmen’s liens may be recorded and served by reason of the design, supply or construction of the Improvements with any such indebtednessliens, obligationsother than contested items, that have been filed having been released, discharged of record, or bonded pursuant to the Disbursement Agreement, or, alternatively, Landlord’s receipt of valid, unconditional final lien releases thereof from all persons entitled to record such liens. If (i) the Improvements are not constructed in the manner required by the Development Documents and liabilities the Disbursement Agreement, (ii) construction of such Improvements should cease or be abandoned prior to the completion of the Borrower Improvements for such period of time that constitutes an Event of Default under the Disbursement Agreement, Operator Lease or Master Sale-Leaseback Agreement, or (iii) any Event of Default under the Transaction should otherwise exist, then Guarantor will, promptly upon written demand of Landlord either: (A) to the Lender arising extent such Event of Default is a Property Event of Default (as defined in the Master Sale-Leaseback Agreement), cause Tenant to repurchase the Property pursuant to Section 9.2 of the Master Sale-Leaseback Agreement or, if Tenant is unable to repurchase the Property for any reason, Guarantor shall repurchase the Property from Landlord under the Agreement same terms and any instrumentscondition set forth in Section 9.2 of the Master Sale-Leaseback Agreement, agreements or other documents (B) diligently proceed to commence the completion of any kind or nature now or hereafter executed the Improvements and to cause the completion of the Improvements to occur; (C) fully pay and discharge all claims for labor performed and material and services furnished in connection with the Agreement design, supply, construction or installation of the Improvements that are then due and payable; and (D) release and discharge or bond all claims of construction liens and equitable liens that may arise in connection with respect the design, supply, construction or installation of the Improvements. Landlord agrees to give Guarantor access to the Property as and to the extent necessary to complete the Improvements or to exercise any loan other right set forth in this Guaranty.] The matters which are guaranteed pursuant to this paragraph 1 are hereinafter collectively referred to as the “Obligations”. The obligations of Guarantor under this Guaranty are primary, joint and several and independent of the obligations of Tenant and any and every other guarantor of the Obligations, and a separate action or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which actions may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or brought and executed against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidationsuch guarantor, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, whether or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or not such action is brought against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) Tenant or any comparable provisions of other such guarantor and whether or not Tenant or any similar federal other such guarantor be joined in such action or state lawactions.

Guaranty. The Guarantor Parent hereby absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees to Lender the full performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, whether direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder Credit Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which whether recovery upon such Obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute Parent or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Credit Party under Debtor Relief Laws”), and shall include including interest that accrues after the commencement by or against the Borrower any Credit Party of any proceeding under any Debtor Relief LawsLaws (collectively, the “Guaranteed Obligations”). Any Lender Party’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Parent and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Parent under this Guaranty, and the Parent hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor Parent hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar United States federal or state law, or applicable foreign law.

Guaranty. The Guarantor hereby (a) Subject to the provisions of this Section 14, each Guarantor, by execution of this Agreement, jointly and severally, unconditionally and irrevocably guarantees (collectively, the “Guaranty”) to Lender (i) the full due and prompt punctual payment of the principal of and interest on the Loan, when dueand as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Loan, to the extent lawful, and the due and punctual payment of all other Obligations, all in accordance with the terms of the Loan Documents, and (ii) in the case of any extension of time of payment or renewal of the Loan or any of 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, at stated maturity, by required prepaymentacceleration or otherwise. Each Guarantor, upon accelerationby execution of this Agreement, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Loan Document, any failure to enforce the provisions of any such Loan Document, any waiver, modification or indulgence granted to Borrower with respect thereto by Lender, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. (b) Each Guarantor hereby waives diligence, presentment, demand or otherwisefor payment, and at all times thereafter, filing of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained claims with a court in the documents executed by the Borrower in favor event of Lender in connection with the Guaranteed Obligations. This Guaranty is merger or bankruptcy of Borrower, any right to require a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinproceeding first against Borrower, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct protest or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement notice with respect to any loan the Loan Documents or letter the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guaranty will not be discharged as to the Loan except by payment in full of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications the principal thereof and all costsinterest thereon. Each Guarantor hereby agrees that, reasonable attorneys’ fees as between such Guarantor, on the one hand, and expenses incurred by Lender, on the Lender in connection with other hand, (i) the collection or enforcement thereof). Without limiting the generality maturity of the foregoingObligations guaranteed hereby may be accelerated as provided in Section 7 for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations shall include any such indebtedness, obligationsguaranteed hereby, and liabilities of (ii) in the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents event of any kind declaration of acceleration of such Obligations as provided in Section 7, such Obligations (whether or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings not due and other modifications thereofpayable) which may be or hereafter shall forthwith become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced due and payable by or against the each Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit purpose of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawthis Guaranty.

Guaranty. The Guarantor (a) To induce the Company to enter into this Agreement, Sumitomo, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees, as primary obligor and irrevocably guarantees not merely as surety, to Lender the full Company the due and prompt punctual payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained amounts payable from Parent or Merger Sub under this Agreement, in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment each case as and performance and is not merely a guaranty of collection. As used hereinwhen due (collectively, the term “Guaranteed Obligations” means any and all existing and future indebtedness”), obligationswhether now or hereafter made, and liabilities of every kindincurred or created, nature and character, direct or indirect, whether absolute or contingent, liquidated or unliquidated, voluntary and however arising under this Agreement. This guarantee may not be revoked or involuntary terminated and whether will remain in full force and effect without interruption and will be binding on Sumitomo and its successors and assigns until the Guaranteed Obligations have been satisfied in full. (b) Sumitomo promises and undertakes to make all payments hereunder without deduction or offset for principalany defense, interestclaim, premiumsor counterclaim of Sumitomo of any kind. (c) The guarantee set forth in Section 9.13(a) (the “Guarantee”) is an absolute, fees indemnitiesunconditional, damagesand continuing guarantee of the full and punctual payment by Parent and Merger Sub of the Guaranteed Obligations and not of collection and is binding upon Sumitomo and its successors and assigns, costsand Sumitomo irrevocably waives any right to revoke the guarantee set forth in this Section 9.13 as to future transactions giving rise to any Guaranteed Obligations. Should Parent or Merger Sub default in the payment of any of the Guaranteed Obligations, expenses Sumitomo’s obligations hereunder will become immediately due and payable in immediately available funds to the Company or, to the extent such obligations become due and payable after the Effective Time, to the former holders of Certificates, Book-Entry Shares, Company Share Awards, or to the Indemnified Persons. Claims hereunder may be made on one or more occasions. (d) Sumitomo agrees that the Guaranteed Obligations will not be released or discharged, in whole or in part, or otherwise affected or impaired by (i) the failure or delay on the part of the Company to assert any claim or demand or to enforce any right or remedy against Parent or Merger Sub, except to the extent Parent or Merger Sub successfully asserts rights as a result of such failure or delay that are not the subject to subclause (iv) of this Section 9.13(d); (ii) any renewal, extension, acceleration or other change in the time, place or manner of payment of the Guaranteed Obligations or rescission, waiver, compromise, consolidation, subordination or other waiver, amendment or modification of any of the terms or provisions of this Agreement made in accordance with the terms of this Agreement; (iii) any change in the corporate existence, structure or ownership of Parent or Merger Sub; (iv) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or Merger Sub or their assets; (v) any request or acceptance of other guaranties of the Guaranteed Obligations or the taking or holding of security for the payment of the Guaranteed Obligations; (vi) the enforcement or application of any security now or hereafter held in respect of the Guaranteed Obligations; (vii) the exercise of other rights or remedies available to the Company or the other beneficiaries, or any of them, under this Agreement, at law or in equity, except to the extent Parent or Merger Sub successfully asserts rights as a result of such exercise that are not the subject to subclause (iv) of this Section 9.13(d); and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of Sumitomo as an obligor in respect of the Guaranteed Obligations (in all cases other than payment in full of the Guaranteed Obligations, any insolvency, bankruptcy, reorganization or other similar proceeding affecting Sumitomo or its assets, and defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under this Agreement that are not the subject to subclause (iv) of this Section 9.13(d)). Sumitomo waives promptness, diligence, notice of the acceptance of the Guarantee and of the Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, statute of limitations, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other Person interested in the Transactions, any right to require the Company to proceed against Parent or Merger Sub or any other Person, any right to require the Company to proceed against or exhaust any security or pursue any other remedy, any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Parent or Merger Sub and all suretyship defenses generally (in all cases other than fraud by the Company, payment in full of the Guaranteed Obligations, any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of the Borrower guarantee set forth in this Section 9.13, any legal or equitable discharge of Sumitomo’s obligations hereunder and defenses to the Lender arising payment of the Guaranteed Obligations that are available to Parent or Merger Sub under this Agreement). Sumitomo acknowledges that it has received and will receive substantial direct and indirect benefits from the Agreement Transactions and that the waivers set forth in this Section 9.13 are knowingly made in contemplation of such benefits. (e) No failure on the part of the Company to exercise, and no delay in exercising, any instrumentsright, agreements remedy or other documents power pursuant to this Section 9.13 will operate as a waiver thereof, nor will any single or partial exercise by the Company of any kind right, remedy or nature now power pursuant to this Section 9.13 preclude any other or hereafter executed in connection with future exercise of any right, remedy or power pursuant to this Section 9.13. Each and every right, remedy and power granted to the Agreement Company pursuant to this Section 9.13 or allowed it by Law or agreement with respect to this Section 9.13 will be cumulative and not exclusive of any loan other, and may be exercised by the Company at any time or letter from time to time. The Company will not have any obligation to proceed at any time or in any manner against, exhaust any or all of credit thereunder the Company’s rights against Parent or Merger Sub prior to proceeding against Sumitomo hereunder or resort to any security or other means of collecting payment. This Guarantee may only be amended by a writing signed and delivered by Sumitomo and the Company. Sumitomo agrees that Section 9.02, Section 9.08 and Section 9.10 apply to Sumitomo solely with respect to this Section 9.13. (f) Sumitomo hereby represents and warrants to the Company and covenants that: (i) the execution, delivery and performance of this Agreement has been duly authorized by all necessary action, and no other proceedings on the part of Sumitomo or its stockholders are necessary to authorize this Agreement, and do not contravene any provision of Sumitomo’s organizational documents or any Law or contractual restriction binding on Sumitomo or its assets; (ii) this Agreement constitutes a legal, valid and binding obligation of Sumitomo enforceable against Sumitomo in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all renewalsLaws relating to fraudulent transfers), extensionsreorganization, amendmentsmoratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in an Action at law or in equity), refinancings and (iii) Sumitomo will not issue any press release or other modifications thereof and communication in contravention of Section 6.07. (g) In the event that all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality any portion of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements is paid by Parent or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstandingMerger Sub, the obligations of Sumitomo hereunder will be reinstated in the Guarantor hereunder at event that all or any time shall be limited to an aggregate amount equal to part of such payment(s) is rescinded or recovered directly or indirectly from the largest amount that would not render its obligations hereunder subject to avoidance Company or any other beneficiary as a preference, fraudulent transfer or conveyance otherwise, and any such payments that are so rescinded or recovered shall constitute Guaranteed Obligations. (h) Nothing in this Section 9.13 will waive any defenses, counterclaims, or rights of setoff that Parent or Merger Sub may have under Section 548 of the Bankruptcy Code (Title 11, United States Code) this Agreement or any comparable provisions of any similar federal or state lawapplicable Law.

Guaranty. The Guarantor Guarantors hereby jointly and severally unconditionally and irrevocably guarantees to Lender guarantee the full and prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, and at all times thereafterof, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of of, (a) the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all whether now or hereafter existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costsfees, expenses or otherwise, (b) all Obligations in respect of Swap Contracts owed to any Lender or any Affiliate of a Lender (provided at the time of execution of the Swap Contract related to such Swap Obligations such Lender is a party to the Credit Agreement, herein called a “Guarantied Swap Contract”), (c) all obligations and liabilities of the Form of Guaranty Borrower or any other Loan Party owed to any Lender arising under or in connection with the Cash Management Obligations, (d) any and all out-of-pocket expenses (including, without limitation, expenses and counsel fees and expenses of the Administrative Agent and the Lenders) incurred by any of the Guarantied Parties in enforcing any rights under this Guaranty and (e) all present and future amounts that would become due but for the operation of any provision of Debtor Relief Laws, and all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if the Borrower or any Guarantor voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the items set forth in clauses (a), (b), (c), and (e) immediately above being herein referred to as the “Guarantied Obligations”). Upon failure of the Borrower to pay any of the Lender arising under Guarantied Obligations when due after the Agreement and any instruments, agreements or other documents giving by the Administrative Agent and/or the Lenders of any kind notice and the expiration of any applicable cure period in each case provided for in the Credit Agreement, other Loan Documents and Guarantied Swap Contracts (whether at stated maturity, by acceleration or nature now otherwise), 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 hereafter executed in connection with the Agreement with respect notice whatsoever, including without limitation, any notice having been given to any loan or letter Guarantor of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred either the acceptance by the Lender in connection with Guarantied Parties of this Guaranty or the collection creation or enforcement thereof). Without limiting the generality incurrence of any of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, Guarantied Obligations. This Guaranty is an absolute guaranty of payment and liabilities performance of the Borrower 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 contemporaneously to accelerate payment of any of the Guarantied Obligations, to institute suit or exhaust any rights against any Loan Party, or to enforce any rights against any collateral. Notwithstanding anything herein, in any other Loan Document or in any Guarantied Swap Contract to the Lender arising under the Agreement and contrary, in any instrumentsaction or proceeding involving any state corporate law, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, state or federal bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States reorganization or other applicable jurisdictions from time to time in effect and law affecting the rights of creditors generally 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, “Debtor Relief Fraudulent Transfer Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, 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 Guarantor hereunder at any time shall Borrower to the extent that such Debt would be limited to discharged in an aggregate amount equal to the largest amount paid by such Guarantor hereunder) and (b) to the value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights of subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to (i) applicable requirements of Law, (ii) Section 10 hereof or (iii) any other contractual obligations providing for an equitable allocation among such Guarantor and other Subsidiaries or Affiliates of the Borrower of obligations arising under this Guaranty or 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, the Administrative Agent or any other Person, be automatically limited and reduced to the Form of Guaranty highest amount that would is valid and enforceable and not render its obligations hereunder subject subordinated to avoidance the claims of other creditors as a fraudulent transfer determined in such action or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawproceeding.

Guaranty. The Guarantor hereby absolutely, irrevocably and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees to Lender the performance and not merely as a guaranty of collection, full and prompt punctual payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) any and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary Secured Obligations and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder Loan Document (including all renewals, extensions, amendments, refinancings amendments and other modifications thereof and all reasonable costs, reasonable attorneys’ fees and expenses incurred by the Lender Secured Parties in connection with the collection or enforcement thereofthereof to the extent provided in the Credit Agreement). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and whether recovery upon such indebtedness and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the during a Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Event, and shall include including interest that accrues after the commencement by or against the Borrower of any proceeding under during such a Bankruptcy Event (collectively, the “Guaranteed Obligations”). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any Debtor Relief Laws. Anything contained herein 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 contrary notwithstanding, Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor hereunder at under this Guaranty, and the Guarantor hereby irrevocably waives any time shall be limited defenses it may now have or hereafter acquire in any way relating to an aggregate amount equal any or all of the foregoing to the largest amount extent permissible under the applicable law. The Guarantor and each Secured Party (by its acceptance of the benefits of this Guaranty) hereby confirms that would it is its intention that this Guaranty not render its obligations hereunder subject to avoidance as constitute a fraudulent transfer or conveyance under Section 548 for purposes of Title 11 of the Bankruptcy United States Code (Title 11the “Bankruptcy Code”), United States Code) or any comparable provisions the Uniform Fraudulent Conveyance Act of any similar federal Federal or state law. To effectuate the foregoing intention, the Guarantor and each Secured Party (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by the Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of the Guarantor that are relevant under such laws (and, if applicable, after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among the Guarantor and any other guarantor), result in the Guaranteed Obligations of the Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance. It is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantor hereunder which shall remain absolute and unconditional under any and all circumstances as described above: (a) at any time or from time to time, without notice to the Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of the Loan Documents, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect in the manner permitted by the Credit Agreement, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any Lien or security interest granted to, or in favor of, any Secured Party or the Administrative Agent as security for any of the Guaranteed Obligations shall fail to be perfected. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantor hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns.

Guaranty. The Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender guarantees, as primary obligor and not merely as surety, (a) the full due and prompt payment by the Borrower of: (i) the principal of and premium, if any, and interest at the rate specified in the Loan Agreement (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding (“Post-Petition Interest”)) (including any reimbursement obligation for disbursements and interest (including Post-Petition Interest) and any obligation to provide cash collateral with respect thereto), when and as due, whether at stated scheduled maturity, by required date set for prepayment, upon acceleration, demand by acceleration or otherwise, and at and (ii) all times thereafter, other monetary obligations of the Guaranteed Obligations Borrower to the Lender under the Loan Documents, when and as due, including fees, costs, expenses (as hereafter defined) including, without limitation, fees and the punctual performance expenses of all of the terms contained in the documents executed counsel incurred by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty enforcing any rights under this Agreement or any other Loan Document), contract causes of payment action and performance and is not merely a guaranty of collection. As used hereinindemnities, the term “Guaranteed Obligations” means any and all existing and future indebtednesswhether primary, obligations, and liabilities of every kind, nature and charactersecondary, direct or indirect, absolute or contingent, liquidated fixed or unliquidatedotherwise (including monetary obligations incurred during the pendency of any bankruptcy, voluntary insolvency, receivership or involuntary other similar proceeding, regardless of whether allowed or allowable in such proceeding); and (b) the due and whether for principalprompt performance of all covenants, interestagreements, premiums, fees indemnities, damages, costs, expenses or otherwise, obligations and liabilities of the Borrower to under or in respect of the Lender arising Loan Documents; and (c) the due and prompt payment and performance of all covenants, agreements, obligations and liabilities of Guarantor under the or in respect of this Agreement and any instrumentsthe other Loan Documents; and all such obligations in subsections (a) through (c), agreements or other documents of any kind or nature whether now or hereafter executed in connection with existing, being referred to collectively as the Agreement with respect “Obligations”. Guarantor further agrees that all or part of the Obligations may be increased, extended, substituted, amended, renewed or otherwise modified without notice to any loan or letter consent from Guarantor and such actions shall not affect the liability of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof)Guarantor hereunder. Without limiting the generality of the foregoing, the Guaranteed Obligations Guarantor’s liability shall include any such indebtedness, obligations, and liabilities extend to all amounts that constitute part of the Borrower Obligations and would be owed by any other Loan Party to the Lender arising under or in respect of the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with Loan Documents but for the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become fact that they are unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against not allowable due to the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, existence of a bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, reorganization or similar debtor relief laws of the United States or proceeding involving such other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawLoan Party.

Guaranty. The Each of the Guarantors (excepting only any Guarantor hereby unconditionally which is directly obligated as a Borrower under the Credit Agreement, as to its own Indebtedness thereunder), hereby, jointly and irrevocably severally, guarantees to Lender the full Lenders the due and prompt punctual payment to the Lenders when due, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all amounts, including, without limitation, principal, interest (including interest accruing on or after the filing of any petition in bankruptcy, or the terms contained commencement of any insolvency, reorganization or like proceeding by or against any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is such a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinproceeding), the term “Guaranteed Obligations” means any and all existing other liabilities and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated due or unliquidatedto become due, voluntary now existing or involuntary hereafter incurred, which may arise under, out of, or in connection with all Indebtedness under or in connection with the Credit Agreement or the other Loan Documents, whether such Indebtedness is now existing or hereafter arising including but not limited to: a. the aggregate principal amount of all outstanding Advances under the Credit Agreement together with all interest accrued thereon from time to time pursuant to the terms and conditions of the Credit Agreement; b. any and all Letter of Credit Agreements executed or to be executed by the Borrowers, or any of them, from time to time pursuant to the Credit Agreement, and any Letters of Credit issued or to be issued thereunder; c. all extensions, renewals and amendments of or to the Credit Agreement, any Notes (to the extent issued thereunder), or such other Indebtedness, or any replacements or substitutions therefor; and d. any and all obligations of Noble under any Interest Rate Protection Agreement; whether for on account of principal, interest, premiumsreimbursement obligations, fees fees, indemnities, damagesand reasonable costs and expenses (including without limitation, costs, expenses all reasonable fees and disbursements of counsel to Agent or any Lender to the extent payable under the Credit Agreement) or otherwise, and each of the Borrower Guarantors hereby jointly and severally agrees that if Noble shall fail to pay any of such amounts when and as the Lender arising under the Agreement same shall be due and payable, or shall fail to perform and discharge any instrumentscovenant, agreements representation or other documents of any kind or nature now or hereafter executed warranty in connection accordance with the Agreement with respect terms of the Credit Agreement, the Letter of Credit Agreements or any of the other Loan Documents (subject, in each case, to any loan applicable periods of grace or letter cure), each of credit thereunder (including all renewalssuch Guarantors, extensionswill forthwith pay to Agent, amendmentson behalf of the Lenders, refinancings an amount equal to any such amount or cause Noble to do so, and other modifications thereof will pay any and all costsdamages that may be incurred or suffered in consequence thereof by Agent or any of the Lenders and all reasonable expenses, including reasonable attorneys’ fees and expenses fees, that may be incurred by the Lender Agent in connection with the collection enforcing such covenant, representation or enforcement thereof). Without limiting the generality warranty of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligationsNoble, and liabilities in enforcing the covenants and agreements of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawthis Guaranty.

Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to Lender the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise, ) and at all times thereafter, performance of the Guaranteed Obligations (as hereafter defined) indebtedness, liabilities and the punctual performance of all other obligations of the terms contained in Company to the documents executed by the Borrower in favor of Lender Guaranteed Parties under or in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinCredit Agreement, the term Notes and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Credit Agreement, all indemnification obligations of the Company under or in connection with the Credit Agreement, the Notes and the other Loan Documents, all other amounts payable by the Company to the Guaranteed Parties thereunder or in connection therewith and any other Obligations of the Company. The terms “Guaranteed Obligationsindebtedness,” means “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and future indebtedness, obligations, and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary undetermined, and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any recovery upon such indebtedness, obligations, liabilities and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Law, and shall include including interest that accrues after the commencement by or against the Borrower Company or any Affiliate thereof of any proceeding under any Debtor Relief LawsLaws naming such Person as the debtor in such proceeding. Anything contained herein to the contrary notwithstandingThe foregoing indebtedness, the liabilities and other obligations of the Company, any and all extensions, renewals, modifications, amendments or substitutions thereof and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor hereunder at in connection with this Guaranty (including any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance and all amounts due under Section 548 of 15), shall hereinafter be collectively referred to as the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law“Guaranteed Obligations.”

Guaranty. The Except for any release of any Guarantor pursuant to Section 9.10 of the Credit Agreement, each Guarantor hereby absolutely, irrevocably and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees to Lender the full performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Administrative Agent, the Collateral Agent, the Lenders and/or the L/C Issuers in connection with the collection or enforcement thereof). Without limiting the generality thereof in accordance with Section 10.04 of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligationsCredit Agreement), and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which whether recovery upon such Obligations may be or hereafter become becomes unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the any Guarantor or the any Borrower under the Bankruptcy Code (Title 11, United States Code), any Canadian Insolvency Law, any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include including interest that accrues after the commencement by or against the such Borrower of any proceeding under any Debtor Relief LawsLaws (collectively, the “Guaranteed Obligations”). The Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of a Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the each Guarantor hereunder (other than any Guarantor which is incorporated under the laws of Canada or any province or territory thereof) at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The (a) For valuable consideration, the receipt of which is hereby acknowledged, and to induce the Lenders to make advances to the Borrower, the Parent Guarantor hereby absolutely and unconditionally and irrevocably guarantees to Lender the full and prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtednessObligations of the Borrower to the Administrative Agent, obligationsthe Lenders, and liabilities or any of every kindthem, nature and characterunder or with respect to the Loan Documents, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costsfees, expenses or otherwise, and all Hedging Obligations of the Borrower owing to the any Lender arising under the Agreement and or any instruments, agreements or other documents Affiliate of any kind or nature now or hereafter executed in connection with Lender under any Designated Hedging Agreement (collectively, the Agreement “Guaranteed Obligations”); provided that Guaranteed Obligations of a Loan Party shall exclude any Excluded Swap Obligations with respect to any loan or letter of credit thereunder such Loan Party. (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). b) Without limiting the generality of the foregoing, the Parent Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations shall include and would be owed by any other Loan Party to any Lender under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such indebtedness, obligationsother Loan Party. The Parent Guarantor, and liabilities by its acceptance of this Guaranty, the Administrative Agent and each other Lender Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of the Borrower to the Lender arising under the Agreement and any instruments, agreements Parent Guarantor hereunder not constitute a fraudulent transfer or other documents conveyance for purposes of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein similar foreign, federal or state law to the contrary notwithstandingextent applicable to this Guaranty and the Obligations of the Parent Guarantor hereunder. To effectuate the foregoing intention, the obligations Administrative Agent, the Lenders and the Parent Guarantor hereby irrevocably agree that the Obligations of the Parent Guarantor hereunder under this Guaranty at any time shall be limited to an aggregate the maximum amount equal to as will result in the largest amount that would Obligations of the Parent Guarantor under this Guaranty not render its obligations hereunder subject to avoidance as constituting a fraudulent transfer or conveyance conveyance. The Parent Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Lender under Section 548 this Guaranty or any other guaranty, the Parent Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor so as to maximize the aggregate amount paid to the Lenders under or in respect of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawLoan Documents.

Guaranty. The Guarantor Loan Guarantors hereby unconditionally jointly and irrevocably guarantees severally, as a primary obligor and not merely as a surety, guarantee to Lender each Lender, each other holder of a Guaranteed Obligation (as hereinafter defined) and the full Agent and their respective successors and assigns the prompt payment in full when due, due (whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, and at all times thereafter, ) of the Guaranteed Obligations (as hereafter defined) principal of and interest on the punctual performance of all of the terms contained in the documents executed Loans made by the Borrower in favor of Lender in connection with Lenders to the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any Borrowers and all existing fees, indemnification payments and future indebtednessother amounts whatsoever, obligations, and liabilities of every kind, nature and character, whether direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with from time to time owing to the Lenders or the Agent by a Borrower under this Agreement and by any Borrower (other than, with respect to any loan or letter Loan Guarantor, any Excluded Hedging Obligations of credit thereunder (such Loan Guarantor) under any of the other Loan Documents, in each case strictly in accordance with the terms thereof and including all renewalsinterest, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to a Borrower, whether or not such interest, fees or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Loan Guarantors hereby further jointly and severally agree that if a Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Lender Guaranteed Obligations, the Loan Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in connection the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the collection terms of such extension or enforcement thereof)renewal. Without limiting the generality of the foregoing, Each Loan Guarantor further agrees that the Guaranteed Obligations shall include 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 indebtedness, obligations, extension or renewal. All terms of this Loan Guaranty apply to and liabilities may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawGuaranteed Obligations.

Guaranty. The Each Guarantor hereby unconditionally jointly and severally, unconditionally, absolutely, directly, primarily and irrevocably guarantees to Lender the Guaranteed Parties the timely and complete payment and performance in full and prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance defined below). For all purposes of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinthis Agreement, the term “Guaranteed Obligations” means the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all existing and future indebtedness, obligations, other obligations and liabilities of every kindany Borrower to the Agent (acting in any capacity) or to any Lender (or, nature and characterin the case of Rate Hedging Obligations, any affiliate of any Lender), whether direct or indirect, absolute or contingent, liquidated due or unliquidatedto become due, voluntary or involuntary and now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, any other Loan Document, any Rate Hedging Obligation entered into with any Lender or any affiliate of any Lender or any other document made, delivered or given in connection herewith or therewith, whether for on account of principal, interest, premiumsreimbursement obligations, fees fees, indemnities, damages, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Agent (acting in any capacity) or to any Lender that are required to be paid by any Borrower pursuant thereto) or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements . Anything herein or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein Loan Document to the contrary notwithstanding, the obligations maximum liability of the any Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. The Guarantors agree that the Obligations may at any time shall be limited and from time to an aggregate time exceed the amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions liability of any similar federal or state lawall of the Guarantors hereunder without impairing this Guaranty or affecting the rights and remedies of the Guaranteed Parties hereunder.

Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to Lender the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise, ) and at all times thereafter, performance of the Guaranteed Obligations (as hereafter defined) indebtedness, liabilities and the punctual performance of all other obligations of the terms contained in Subsidiary Obligors to the documents executed by the Borrower in favor of Lender Guaranteed Parties under or in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinCredit Agreement, the term Notes, the Issuer Documents and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Subsidiary Obligors to the Guaranteed Parties thereunder or in connection therewith. The terms “Guaranteed Obligationsindebtedness,” means “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and future indebtedness, obligations, and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary undetermined, and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any recovery upon such indebtedness, obligations, liabilities and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Law, and shall include including interest that accrues after the commencement by or against the Borrower any Subsidiary Obligor or any Affiliate thereof of any proceeding under any Debtor Relief LawsLaws naming such Person as the debtor in such proceeding. Anything contained herein to the contrary notwithstandingThe foregoing indebtedness, the liabilities and other obligations of the Subsidiary Obligors, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor hereunder at in connection with this Guaranty (including any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance and all amounts due under Section 548 10.04 of the Bankruptcy Code (Title 11Credit Agreement), United States Code) or any comparable provisions of any similar federal or state lawshall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. Guarantor guarantees the duties and obligations of Seller pursuant to this Agreement, including without limitations the obligations of Seller pursuant to Sections 2.4 of this Agreement, in each case subject to the terms of the applicable Section of this Agreement (collectively, the provisions of this Section 5.13 are referred to as the “Guaranty”): Without limiting the forgoing: (a) The Guarantor does hereby absolutely, unconditionally and irrevocably guarantees guarantee to Lender Buyer and the Company the full payment by Seller of charges, fees, claims, costs, expenses, damages, Adverse Consequences, Seller Claims, Retained Liabilities, Current Litigation Matters, and prompt payment when dueall other amounts required to be paid by Seller under this Agreement. Guarantor’s obligations hereunder shall be primary and not secondary and are independent of the obligations of Seller. This Section 5.13 shall survive Closing and any termination or expiration of this Agreement. (b) A separate action or actions may be brought and prosecuted against Guarantor, whether at stated maturityor not an action is first brought against Seller or whether Seller shall be joined in any such action or actions. At Buyer’s option, or any Company if applicable, Guarantor may be joined in any action or Proceeding commenced by required prepaymentBuyer, upon accelerationor any Company, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender against Seller in connection with the Guaranteed Obligations. This Guaranty is a guaranty and based upon any covenants and obligations of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligationsthis Agreement, and liabilities of every kindGuarantor hereby waives any demand by Buyer, nature and characteror the Company, direct and/or prior action by Buyer, or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwisethe Company, of any nature whatsoever against Seller. The Guarantor consents to forbearance, indulgences and extensions of time on the Borrower to the Lender arising under the Agreement and any instrumentspart of Buyer, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under Company, being afforded by Seller, and/or the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions waiver from time to time in effect and affecting by Buyer, or the rights of creditors generally (collectivelyCompany, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under right or remedy on its part as against Seller. (c) This Guaranty shall remain and continue in full force and effect, notwithstanding (i) any Debtor Relief Laws. Anything contained herein alteration of this Agreement by Buyer and Seller, whether prior or subsequent to the contrary notwithstandingexecution thereof; and/or (ii) any renewal, extension, modification, amendment or assignment of this Agreement. The Guarantor does hereby waive notice of any of the obligations foregoing and agrees that the liability of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to based upon the largest amount that would not render obligations set forth in this Agreement as the same may be altered, renewed, extended, modified, amended or assigned. Guarantor further waives all notice of the acceptance of this Guaranty and notice of breach, default or nonperformance by Seller of its obligations under this Agreement. The Guarantor’s obligations hereunder subject shall remain fully binding although Buyer, or Company as applicable, may have waived one or more defaults by Seller, extended the time of performance by Seller, released, returned, or misapplied other collateral given later as additional security (including other guaranties) and released Seller from the performance of its obligations under this Agreement. This Guaranty shall remain in full force and effect notwithstanding the institution by or against Seller of bankruptcy, reorganization, readjustment, receivership or insolvency proceedings of any nature, or the disaffirmance of this Lease in any such proceedings or otherwise. (d) Guarantor acknowledges that prior to avoidance as a fraudulent transfer or conveyance under signing this Agreement, Guarantor has read the Agreement, including this Section 548 5.13 and completely understands the terms of the Bankruptcy Code (Title 11Agreement and this Section 5.13. This Guaranty shall be applied to and binding upon the heirs, United States Code) or any comparable provisions Representatives, successors and assigns of any similar federal or state lawthe Guarantor.

Guaranty. The Each Guarantor hereby unconditionally and irrevocably guarantees to Lender the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise, ) and at all times thereafter, performance of the indebtedness, liabilities and other obligations of each Borrower to the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender Parties under or in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinCredit Agreement, the term Notes and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Credit Agreement, all indemnification obligations of the Borrowers under or in connection with the Credit Agreement, the Notes and the other Loan Documents, and all other amounts payable by the Borrowers to the Guaranteed Parties thereunder or in connection therewith. The terms “Guaranteed Obligationsindebtedness,” means “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and future indebtedness, obligations, and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary undetermined, and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any recovery upon such indebtedness, obligations, liabilities and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Law, and shall include including interest that accrues after the commencement by or against the any Borrower or any Loan Document Party thereof of any proceeding under any Debtor Relief LawsLaws naming such Person as the debtor in such proceeding. Anything contained herein to the contrary notwithstandingThe foregoing indebtedness, the liabilities and other obligations of each Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor hereunder at Guarantors in connection with this Guaranty (including any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance and all amounts due under Section 548 of 14), shall hereinafter be collectively referred to as the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law“Guaranteed Obligations.”

Guaranty. The Guarantor In consideration of and as an inducement to the financial accommodations made or to be made by FIRST MERCHANTS BANK, an Indiana state bank (“Bank”), to Allure Global Solutions, Inc., a Georgia corporation (“AGS”), Creative Realities, Inc., a Minnesota corporation (“CRI”) and Reflect Systems, Inc., a Delaware corporation (“RS”), jointly and severally (AGS, CRI and RS, collectively, the “Borrowers”, and each a “Borrower”), and for other good and valuable consideration the receipt of which is acknowledged, CREATIVE REALITIES CANADA, INC., a corporation formed under the provincial laws of Ontario (the “Guarantor”), hereby unconditionally and irrevocably guarantees to Lender Bank the full and prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinadvances, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiumsliabilities, fees indemnitiesobligations, damages, costs, expenses or otherwise, of the covenants and duties owing to Bank from any Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature nature, present or future, in each case arising under the Credit Agreement, by and among Borrowers and Bank dated as of the date hereof (as amended, restated, extended or supplemented, the “Credit Agreement”) or any of the Loan Documents, including without limitation, the Obligations, whether joint or several, due or to become due, now existing or hereafter executed in connection with arising; and as to the Agreement with respect to foregoing, including any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof restatements, modifications, or superseding documents to the foregoing; and all costsreasonable, documented, and out-of-pocket charges, expenses, fees, including but not limited to reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligationsfees, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect sums chargeable to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute Credit Agreement or any the other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws Loan Documents. All of the United States or other applicable jurisdictions from time foregoing guaranteed obligations are referred to time herein as the “Guaranteed Obligations”. This Guaranty shall constitute a Loan Document as defined in effect the Credit Agreement. This is a Guaranty as defined in the Credit Agreement. Capitalized terms used herein and affecting not otherwise defined herein will have the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after meanings given such terms in the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawCredit Agreement.

Guaranty. The (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees to Lender for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise) of all (and not merely a lesser or proportional part of) the indebtedness, liabilities and at all times thereafter, other obligations of the Borrower (now existing or hereafter arising) to the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender Parties under or in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinTerm Loan Agreement, the term Term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Term Loan Agreement and all other amounts payable by the Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “Guaranteed Obligationsindebtedness,” means “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and future indebtedness, obligations, and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary undetermined, and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any recovery upon such indebtedness, obligations, liabilities and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Law, and shall include including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief LawsLaws naming such Person as the debtor in such proceeding. Anything contained herein to the contrary notwithstandingThe foregoing indebtedness, the liabilities and other obligations of the Guarantor hereunder at Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.” (b) 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 (Title 11, United States Code) or any comparable provisions limitations on the amount of any similar federal or state lawGuarantor’s liability with respect to the 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 thesuch Guarantor’s liability hereunder to the extent needed to make this Guaranty and the Guarantor Documents fully enforceable and nonavoidable.

Guaranty. The Each Subsidiary Guarantor with all other Subsidiary GuarantorS, hereby absolutely, unconditionally and irrevocably guarantees guarantees, jointly and severally, as a primary obligor and not merely as a surety, to Lender each Holder and its successors and assigns, the full and prompt punctual payment and performance when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses acceleration or otherwise, of the Borrower principal of and Make-Whole Amount, Prepayment Premium, LIBOR Breakage Amount, and interest on (including, without limitation, interest, whether or not an allowable claim, accruing after the date of filing of any petition in bankruptcy, or the commencement of any bankruptcy, insolvency or similar proceeding relating to the Lender arising Company) the Notes and all other amounts under the Note Purchase Agreement and any instrumentsall other obligations, agreements or other documents and covenants of any kind or nature the Company now or hereafter executed in connection with existing under the Intercreditor Agreement and the Note Purchase Agreement whether for principal, Make-Whole Amount, Prepayment Premium, LIBOR Breakage Amount, interest (including interest accruing or becoming owing both prior to and subsequent to the commencement of any proceeding against or with respect to the Company under any loan or letter chapter of credit thereunder the Bankruptcy Code), indemnification payments, expenses (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses) or otherwise, and all reasonable costs and expenses, if any, incurred by any Holder in connection with enforcing any rights under this Guaranty (all such obligations being the “Guaranteed Obligations”), and agrees to pay any and all reasonable expenses incurred by each Holder in enforcing this Guaranty; provided that, notwithstanding anything contained herein or in the Lender Note Purchase Agreement to the contrary, the maximum liability of each Subsidiary Guarantor hereunder and under the Note Purchase Agreement shall in connection with no event exceed such Guarantor’s Maximum Guaranteed Amount, and provided further, each Subsidiary Guarantor shall be unconditionally required to pay all amounts demanded of it hereunder prior to any determination of such Maximum Guaranteed Amount and the collection recipient of such payment, if so required by a final non-appealable order of a court of competent jurisdiction, shall then be liable for the refund of any excess amounts. If any such rebate or enforcement thereof)refund is ever required, all other Subsidiary Guarantors (and the Company) shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law. Without limiting 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 generality of the foregoingCompany or any other action, occurrence or circumstance whatsoever. Each Subsidiary Guarantor agrees that the Guaranteed Obligations shall include may at any time and from to time exceed the Maximum Guaranteed Amount of such indebtedness, obligations, Subsidiary Guarantor without impairing this Guaranty or affecting the rights and liabilities remedies of the Borrower Holders hereunder. Notwithstanding any stay, injunction or other prohibition preventing such action against the Company, if for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to perform and (in the case of the payment of Guaranteed Obligations) pay such amounts as and when the same shall become due and (in the case of the payment of Guaranteed Obligations) payable or to perform or comply with any other Guaranteed Obligation, whether or not such failure or inability shall constitute an “Event of Default” under the Note Purchase Agreement or the Notes, each Subsidiary Guarantor will forthwith (in the case of the payment of Guaranteed Obligations) pay or cause to be paid such amounts to the Lender arising under the Agreement and any instrumentsHolders, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws lawful money of the United States of America, at the place specified in the Note Purchase Agreement, or other applicable jurisdictions from time perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to time be performed or complied with, (in effect the case of the payment of Guaranteed Obligations) together with interest (in the amounts and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at extent required under such Notes) on any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawdue and owing.

Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to Lender Administrative Agent, for the benefit of itself and the Banks, the full and prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the Credit Documents and other documents executed by the Borrower in favor of Lender Administrative Agent and the Banks in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means the Obligations and any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Term Loan Agreement and any instruments, agreements or the other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder Credit Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Administrative Agent and any other Bank in connection with the collection or enforcement thereofthereof to the same extent required to be paid by the Borrower pursuant to the terms of the Credit Documents). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower or the Guarantor of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor Guarantors, jointly and severally, hereby unconditionally and irrevocably guarantees irrevocably, guaranty to Lender the full and prompt payment when dueCollateral Agent, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, for the benefit of the Guaranteed Obligations Buyers (as hereafter defineda) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinpayment, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and characterpresent or future, direct or indirect, absolute or contingent, liquidated or unliquidatedas and when due and payable, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses by stated maturity or otherwise, of the Borrower to the Lender arising under the Agreement all obligations and any instruments, agreements or other documents of any kind or nature amounts now or hereafter executed owing by the Company in connection respect of the Securities Purchase Agreement, the Notes, the Collateral Documents and the other Transaction Documents, and the transactions contemplated thereby, including, without limitation, all interest that accrues after the commencement of any proceeding commenced by or against any the Company or any Guarantor under any provision of the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) or the Bankruptcy Code (Chapter 11 of Title 11 of the United States Code) or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief (an "Insolvency Proceeding"), whether or not the Agreement with respect payment of such interest is unenforceable or is not allowable due to the existence of such Insolvency Proceeding, and all fees, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any loan or letter of credit thereunder the Transaction Documents, and any and all expenses (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ counsel fees and expenses expenses) reasonably incurred by the Lender Buyers or the Collateral Agent in connection with enforcing any rights under this Guaranty (such obligations, to the collection or enforcement thereof)extent not paid by the Company, being the "Guaranteed Obligations") and (b) the punctual and faithful performance, keeping, observance and fulfillment by the Company of all of the agreements, conditions, covenants and obligations of the Company contained in the Securities Purchase Agreement, the Notes, the Collateral Documents and the other Transaction Documents and the transactions contemplated thereby. Without limiting the generality of the foregoing, each Guarantor's liability hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of would be owed by the Borrower Company to the Lender arising Buyers under the Securities Purchase Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become Notes but for the fact that they are unenforceable or shall be not allowable due to the existence of an allowed or disallowed claim under Insolvency Proceeding involving any proceeding or case commenced by or against the Guarantor or the Borrower Company (each, a "Transaction Party"). In the event that under any applicable law (including a law, rule or regulation (a) limiting or restricting the Bankruptcy Code giving by a Guarantor of financial assistance by way of guarantee to the Company, (Title 11, United States Codeb) relating to fraudulent conveyance or fraudulent transfer (or any laws of similar application), or (c) enforcing currency controls in any successor statute or jurisdiction) limiting the amount of financial assistance that any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws Guarantor is permitted to provide in favor of the United States or other applicable jurisdictions Company, then the amount recoverable from time to time such Guarantor under this Guaranty in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations respect of the Guarantor Guaranteed Obligations and all other amounts due hereunder at any time shall be limited to an aggregate the maximum amount equal to permitted under such applicable law; provided that the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 application of such limitation in any specific case (in respect of the Bankruptcy Code Guaranteed Obligations) shall not restrict or limit the ability of the Buyers, to claim in full the Guaranteed Obligations and all amounts due hereunder against any other Guarantor or against such Guarantor where (Title 11a) there is no law, United States Coderule or regulation which limits the amount of financial assistance that such Guarantor is permitted to provide in favor of the Company, or (b) or there is an applicable exception to any comparable provisions limitation on the amount of financial assistance which such Guarantor is permitted to provide in favor of any similar federal or state lawof the Company.

Guaranty. The Facility Guarantor, Scripps and each other Material Subsidiary of the Facility Guarantor that becomes a guarantor hereunder as a result of Section 6.15 or Section 6.16 (each such entity that is or becomes a guarantor hereunder (other than the Facility Guarantor and the Designated Borrowers’ Guarantor), a “Subsidiary Guarantor” and, together with the Facility Guarantor and the Designated Borrowers’ Guarantor, the “Guarantors” and each a “Guarantor”) hereby absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees to Lender the full performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) any and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damages, costs, expenses or otherwise, of the Borrower Borrowers to the Lender Parties, arising hereunder or under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof). Without limiting The Company (in such role, the generality “Designated Borrowers’ Guarantor”) 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 required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the foregoingObligations, the Guaranteed Obligations shall include any such indebtednesswhether for principal, obligationsinterest, and liabilities premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower Designated Borrowers to the Lender Parties, arising hereunder or under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder 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 “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). Without limiting the generality of the foregoing, the Obligations shall to the maximum extent permitted by applicable law include any such indebtedness, obligations and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding Loan Party under any Debtor Relief Laws. Anything contained herein 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, and conclusive for the purpose of establishing the amount of the Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the contrary notwithstanding, Obligations which might otherwise constitute a defense to the obligations of the any Guarantor hereunder at any time shall be limited to an aggregate amount equal under this Guaranty (other than full payment and performance), and each Guarantor hereby irrevocably waives to the largest amount that would not render its obligations hereunder subject maximum extent permitted by applicable law any defenses it may now have or hereafter acquire in any way relating to avoidance as a fraudulent transfer any or conveyance under Section 548 all of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawforegoing.

Guaranty. (a) The Guarantor Guarantors each hereby jointly and severally, absolutely, unconditionally and irrevocably guarantees to Lender guarantee for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise, ) and at all times thereafter, performance of the Guaranteed Obligations indebtedness, liabilities and other obligations of each Borrower (as now existing or hereafter defined) and the punctual performance of all arising pursuant to Section 2.14 of the terms contained in Credit Agreement) to the documents executed by the Borrower in favor of Lender Guaranteed Parties under or in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinCredit Agreement, the term 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, all fees due under the Credit Agreement and all other amounts payable by each Borrower to the Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “Guaranteed Obligationsindebtedness,” means “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and future indebtedness, obligations, and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary undetermined, and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any recovery upon such indebtedness, obligations, liabilities and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Law, and shall include including interest that accrues after the commencement by or against the any Borrower or any Affiliate thereof of any proceeding under any Debtor Relief LawsLaws naming such Person as the debtor in such proceeding. Anything contained herein The foregoing indebtedness, liabilities and other obligations of each Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the contrary notwithstandingGuarantors 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) To the extent that any court of competent jurisdiction shall impose by final judgment under applicable law (including if applicable, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer New York Uniform Fraudulent Conveyance Act or conveyance under Section other applicable state law and §§ 544 and 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions limitations on the amount of any similar federal or state lawGuarantor’s liability with respect to the 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 the Guarantor’s liability hereunder to the extent needed to make this Guaranty and the Guarantor Documents fully enforceable and nonavoidable.

Guaranty. The Facility Guarantor, Scripps and each other Material Subsidiary of the Facility Guarantor that becomes a guarantor hereunder as a result of Section 6.15 or Section 6.16 (each such entity that is or becomes a guarantor hereunder (other than the Facility Guarantor and the Designated Borrowers’ Guarantor), a “Subsidiary Guarantor” and, together with the Facility Guarantor and the Designated Borrowers’ Guarantor, the “Guarantors” and each a “Guarantor”) hereby absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees to Lender the full performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) any and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damages, costs, expenses or otherwise, of the Borrower Borrowers to the Lender Parties, arising hereunder or under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof). Without limiting The Company (in such role, the generality “Designated Borrowers’ Guarantor”) 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 required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the foregoingObligations, the Guaranteed Obligations shall include any such indebtednesswhether for principal, obligationsinterest, and liabilities premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower Designated Borrowers to the Lender Parties, arising hereunder or under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder 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 “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). Without limiting the generality of the foregoing, the Obligations shall to the maximum extent permitted by applicable law include any such indebtedness, obligations and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding Loan Party under any Debtor Relief Laws. Anything contained herein 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, and conclusive for the purpose of establishing the amount of the Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the contrary notwithstanding, Obligations which might otherwise constitute a defense to the obligations of the any Guarantor hereunder at any time shall be limited to an aggregate amount equal under this Guaranty (other than full payment and performance), and each Guarantor hereby irrevocably waives to the largest amount that would not render its obligations hereunder subject maximum extent permitted by applicable law any defenses it may now have or hereafter acquire in any way relating to avoidance as a fraudulent transfer any or conveyance under Section 548 all of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.foregoing. 142

Guaranty. 1.1 The Guarantor Guarantors hereby irrevocably and unconditionally guaranty to Standard Federal and irrevocably guarantees to Lender its successors and assigns: (a) the full and prompt payment and performance when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, due of the Guaranteed Obligations Indebtedness, as hereinafter defined; and (as hereafter definedb) the payment, compliance with and the punctual performance of all other obligations, covenants, representations and warranties of the terms contained every kind, nature and description in the accordance with all instruments and documents executed by the Borrower in favor of Lender Standard Federal, whether now owing or existing or heretofore or hereafter created or arising, regardless of whether such obligations, covenants, representations or warranties are held to be unenforceable, void or of no effect against the Borrower and including without limitation, those under any loan agreement and/or promissory note executed and delivered by Borrower to Standard Federal, and any extensions, modifications or renewals thereof. The term "Indebtedness" shall mean all principal, interest, attorneys' fees, commitment fees, liabilities for costs and expenses and all other indebtedness, obligations and liabilities under and in connection accordance with the Guaranteed Obligations. This Guaranty is a guaranty terms of payment all instruments and performance and is not merely a guaranty documents executed by Borrower in favor of collection. As used hereinStandard Federal, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, whether direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary contingent and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses now owing or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements existing or other documents of any kind or nature now heretofore or hereafter executed in connection with created or arising, and regardless of whether such indebtedness, obligations or liabilities are held to be unenforceable, void or of no effect against the Agreement with respect to any loan or letter of credit thereunder (including all renewalsBorrower, extensions, amendments, refinancings and other modifications thereof and all costs, expenses and fees, including reasonable attorneys’ fees and expenses incurred by the Lender ' fees, arising in connection with the collection or enforcement thereof). Without limiting the generality of the foregoingany or all amounts, the Guaranteed Obligations shall include any such indebtedness, obligations, obligations and liabilities of Borrower to Standard Federal, as described above, regardless of whether the Borrower is held to be liable for such amounts. Each Guarantor acknowledges and agrees that any indebtedness of the Borrower to Standard Federal as evidenced by any promissory note may be extended or renewed upon maturity at the Lender arising under sole discretion of Standard Federal and that the Agreement and any instrumentsIndebtedness as defined herein, agreements or other documents the payment of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including which is hereby guaranteed, shall include, without limitation, all renewals, extensions, amendments, refinancings indebtedness and other modifications thereof) which obligations as extended or renewed and as may be or hereafter become unenforceable or shall be an allowed or disallowed claim under evidenced by any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawrenewal promissory note.

Guaranty. SECTION 9.1 The Guarantor hereby unconditionally and irrevocably guarantees and promises to Lender pay to the Bank on demand any and all obligations of the Borrower under this Agreement and agrees to pay any and all out-of-pocket costs and expenses and reasonable fees and disbursements of counsel (including the allocated costs of staff counsel) incurred by the Bank in enforcing any rights under this Agreement. The word "Obligations" is used herein in its most comprehensive sense and includes all obligations and liabilities of the Borrower to the Bank under any loan agreement, promissory notes or other instruments to which the Borrower is a party, whether absolute of contingent, liquidated or unliquidated, for principal, interest, fees, indemnities, costs and expenses and all other amounts payable under or in connection with the Credit. (a) The Guarantor's obligations hereunder are those of a primary obligor, and not merely a surety, and are independent of the Obligations. A separate action or actions may be brought against the Guarantor whether and action in brought against the Borrower or any other obligor in respect of the Obligations or whether the Borrower or any other obligor in respect of the Obligations is joined in any such action or actions. (b) The obligations of the Guarantor under this Agreement are absolute and unconditional, and the Guarantor guarantees that the Obligations will be paid in full and prompt payment on demand when due, due (whether at stated maturity, by required prepayment, upon by acceleration, on demand otherwise) in accordance with the terms of this Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Bank with respect thereto or any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a guarantor. (c) This Guaranty shall in all respects remain in full force and effect (notwithstanding, without limitation, the dissolution, liquidation, bankruptcy, insolvency or reorganization of the Borrower or any other obligor in respect of the Obligation), unless and until all of the Obligations have been finally paid in full. (d) This Guaranty shall in all respects continue in full force and effect or shall be reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Obligations is rescinded or must otherwise be restored or returned for any reason, including, without limitation, because of any change in the corporate existence or structure or ownership of the Borrower or because the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any other obligor in respect of the Obligations or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar power with respect to the Borrower or any such other obligor or any material part of its assets, or otherwise, and at all times thereafter, as though such payment had not been made. If an event permitting the acceleration of the Guaranteed Obligations (as hereafter defined) shall any time have occurred and be continuing and such acceleration shall at such time be prevented by reason of the pendency against the Borrower of a case of proceeding under any bankruptcy or insolvency law, the Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, the Obligations shall be deemed to have been accelerated and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Guarantor shall forthwith pay such Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kindthe other obligations hereunder, nature and character, direct without any further notice or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder demand. (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). e) Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtednessGuarantor authorizes the Bank, obligationswithout notice or demand and without affecting the Guarantor's liability hereunder, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time to (i) renew, extend, accelerated, compromise, settle restructure, refinance, refund or otherwise change the amount and time for payment of the Obligations, or otherwise change the terms of the Obligations or any part thereof; (ii) take and hold security for the payment of this Guaranty of the Obligations or the obligations of other obligors in effect respect of the Obligations and affecting enforce any such security, (iii) apply such security and direct the order or manner of sale thereof or sell, exchange, release, compromise, settle, waive or surrender any such security; and (iv) take, hold, exchange, release, compromise, settle, amend or waive, or consent to the departure from the terms of, any guaranty or other agreement relating to the obligations of any other obligor in respect of the Obligations. The Bank shall have no obligation to perfect, secure, protect or insure any collateral agreement or any collateral and the Guarantor's liability hereunder shall not be affected by the non-perfection, invalidity or unenforceability of any collateral or collateral agreement. (f) Notwithstanding any payments made by the Guarantor hereunder, the Guarantor shall not be entitled to be subrogated to any of the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or Bank against the Borrower or any other person or to any collateral or other rights or interests held of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, payment of the obligations Obligations of the Guarantor hereunder have been finally paid in full. If the Guarantor shall receive any payment on account of any subrogation rights at any time when all the Obligations and the Guarantor's obligations hereunder shall not have been paid in full, any amount so paid will be held in trust by the Guarantor and promptly turned over to the Bank to be applied first to the Obligations until paid in full and thereafter to the Guarantor's obligations hereunder. (g) Guarantor's liability under this Guaranty shall be limited unconditional irrespective of (i) any exchange, release or non-perfection of any collateral securing payment of any Obligations, (ii) the existence of any claim, set-off or other rights which we may have at any time against the Borrower, the Guarantor, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim, (iii) any statute of limitation, (iv) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of the Borrower or the Guarantor, other than the payment in full of the Obligations and (v) an occurrence of an Event of Sovereign Risk, as such term is defined below. (h) The Guarantor unconditionally waives any right to an aggregate require the Bank to (i) proceed against the Borrower or any other obligor in respect of the Obligations, (ii) proceed against or exhaust any security held directly or indirectly on account of the Obligations, or (iii) pursue any other remedy in the Bank's powers whatsoever Guarantor unconditionally waives any defense arising by reason of any disability or other legal or equitable defense of the Borrower by reason of the cessation from any cause whatsoever of the liability of the Borrower other than final payment in full in cash of the Obligations. The Guarantor waives all diligence, presentments, protest, notices of protest, notices of dishonor, notices of non-payment, acceptance and notices of acceptance of this Guaranty. (i) All payments by Guarantor hereunder shall be made in freely transferable United States Dollars in same day funds free and clear of all taxes or other deductions levied or assessed by any domestic or foreign governmental entity. Such payments shall be made without set-off or counterclaim and free and clear of and without deduction or withholding for or on account of any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed, levied, assessed, collected or required to be withheld by any government or political subdivision or taxing authority thereof. In the event that Guarantor shall be compelled by law to make any such deduction, then it shall pay such additional amounts as may be necessary to ensure that the net amount received by the Bank shall equal to the largest amount that it would have received if such withholding would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 have been made, and Guarantor shall furnish copies of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawreceipts evidencing that such taxes have been paid within 30 days after such taxes are due.

Guaranty. The Guarantor hereby irrevocably, absolutely and unconditionally guarantees as a primary obligor and irrevocably guarantees to Lender the full and not merely as a surety for prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations following obligations and liabilities (hereinafter collectively referred to as hereafter definedthe “Obligations”): (a) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, indebtedness of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed Bank in connection with the Agreement with respect to any loan Loan Documents, as and when due and payable, whether by acceleration or letter otherwise of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred amounts now or hereafter owing by the Lender Borrower in connection with the collection Loan Agreement, the Note, and the other Loan Documents, whether for principal of or enforcement thereof). Without limiting interest on (including interest accruing during the generality pendency of any bankruptcy, insolvency, receivership or other similar proceeding) the Loan, and the due performance and observance by the Borrower of its other Obligations now or hereafter existing in respect of any of the foregoingLoan Documents and any renewals, the Guaranteed Obligations shall include extensions and modifications thereof; and (b) any such indebtedness, obligations, and liabilities all indebtedness of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed Bank in connection with the Environmental Indemnification Agreement with respect to between Borrower and Bank, dated of even date herewith, as and when due and payable, whether by acceleration or otherwise of all amounts now or hereafter owing by the Borrower, and any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings extensions and other modifications thereof, and Guarantor hereby agrees that the representations, warranties and covenants herein shall survive the payment of the indebtedness to Bank and the satisfaction and release of any mortgage and shall not be affected by Lender’s acquisition of any interest in the property, whether by foreclosure or otherwise; (c) which may be any and all reasonable expenses, including, without limitation, reasonable arbitration, attorneys’ and experts’ fees and expenses, incurred by the Bank in enforcing its rights under this Guaranty whether incurred without the commencement of a suit, in any suit, arbitration or hereafter become unenforceable or shall be an allowed or disallowed claim under any administrative proceeding or case commenced by in any appellate or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawbankruptcy proceeding.

Guaranty. (a) The Parent Guarantor hereby unconditionally and irrevocably guarantees to Lender the Lessor the due and punctual performance of and compliance by the Guaranteed Subsidiary with all obligations, covenants, warranties, undertakings and conditions of the Guaranteed Subsidiary contained in or arising under the Guaranteed Agreements, including, but not limited to, the full and prompt punctual payment by the Guaranteed Subsidiary, when due, whether at the stated maturitydue date, by required prepayment, upon acceleration, demand acceleration or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing rent and future indebtedness, other obligations, liabilities, indebtedness and liabilities other amounts of every kindkind payable by the Guaranteed Subsidiary under or pursuant to the Guaranteed Agreements, nature all amounts in respect of the indemnities provided by the Guaranteed Subsidiary under the Guaranteed Agreements, and characterall damages (whether provided for in the Guaranteed Agreements or otherwise permitted by law) in respect of any failure or refusal by the Guaranteed Subsidiary to make any such payment or to perform such obligation, howsoever created, arising or evidenced, voluntary or involuntary, whether direct or indirect, absolute or contingent, liquidated now or unliquidated, voluntary hereafter existing or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower owing to the Lender Lessor (all the foregoing obligations and undertakings are collectively referred to hereinafter as the "Obligations"). (b) This Guaranty is an absolute and unconditional guaranty of performance and payment when due of all obligations to be performed and all amounts to be paid by the Guaranteed Subsidiary under the Guaranteed Agreements, and not of collection of any indebtedness contained in or arising under the Agreement Guaranteed Agreements. This Guaranty is in no way conditioned upon any attempt to collect from the Guaranteed Subsidiary or upon any other event or contingency, and any instruments, agreements shall be binding upon and enforceable against the Parent Guarantor without regard to the validity or other documents enforceability of the Guaranteed Agreements or of any kind term thereof. If for any reason the Guaranteed Subsidiary shall fail or nature now or hereafter executed in connection with be unable duly and punctually to pay any such amount when due under the Agreement with respect to any loan or letter of credit thereunder (including all renewalsGuaranteed Agreements, extensionsthe Parent Guarantor will forthwith pay, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred if not already paid by the Lender in connection with Guaranteed Subsidiary, the collection or enforcement thereof). Without limiting the generality same immediately upon demand. (c) In case either of the foregoingGuaranteed Agreements shall be terminated as a result of the rejection thereof by any trustee, receiver or liquidating agent of the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute Subsidiary or any other liquidation, conservatorship, of its properties in any bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar debtor relief laws proceeding, the Parent Guarantor's obligations hereunder shall continue to the same extent as if such agreement had not been so rejected. The Parent Guarantor agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment to the Lessor of the United States Obligations or other applicable jurisdictions from time to time in effect and affecting any part thereof is rescinded or must otherwise be returned by the rights Lessor upon the insolvency, bankruptcy or reorganization of creditors generally (collectivelythe Guaranteed Subsidiary, “Debtor Relief Laws”)or otherwise, and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein as though such payment to the contrary notwithstandingLessor had not been made. (d) The Parent Guarantor shall pay all reasonable costs, expenses and damages incurred (including, without limitation, attorneys' fees and disbursements) in connection with the enforcement of (i) the Obligations to the extent that such costs, expenses and damages are not paid by the Guaranteed Subsidiary and (ii) the obligations of the Parent Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawthis Guaranty.

Guaranty. The (a) In order to induce the Lenders to participate in the Exchange and purchase New Preferred and Additional Warrants from Company pursuant to the Purchase Agreement, each Guarantor hereby jointly and severally irrevocably and unconditionally guaranties, as primary obligor and irrevocably guarantees to Lender not merely as surety, the due and punctual payment in full and prompt payment of all Guarantied Obligations (as hereinafter defined) when the same shall become due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise. The term "Guarantied Obligations" means, collectively, (i) the unpaid principal and interest on the Amended and Restated Notes (including interest accruing at all times thereafter, the then applicable rate provided in the Purchase Agreement and/or the Amended and Restated Notes after the Maturity Date or any acceleration thereof pursuant to the terms of the Guaranteed Obligations Purchase Agreement and/or any Amended and Restated Note and interest accruing at the then applicable rate provided in the Purchase Agreement and/or the Amended and Restated Notes after the commencement of any insolvency, reorganization or like proceeding relating to any Guarantor), (ii) to the extent applicable, any redemptions required to be made on the New Preferred or Conversion Preferred or dividends required to be paid in respect of the New Preferred or Conversion Preferred, in each case in accordance with the terms of the Certificate of Designation (as hereafter defineddefined below) and the punctual performance of (iii) all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, other monetary obligations and liabilities of every kindCompany or any Guarantor to the Beneficiaries, nature and character, whether direct or indirect, absolute or contingent, liquidated due or unliquidatedto become due, voluntary or involuntary now existing or hereafter incurred, which may arise under, out of or in connection with the Amended and Restated Notes, New Preferred, Conversion Preferred, Warrants, Purchase Agreement and other Transaction Agreements, in each case whether for on account of principal, interest, premiumsdividends, fees right of redemption, reimbursement obligations, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder otherwise (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred disbursements of counsel to the Beneficiaries that are required to be paid by Company or any Guarantor pursuant to the Lender in connection with the collection or enforcement thereof). Without limiting the generality terms of any of the foregoing). As used herein, the Guaranteed Obligations shall include any such indebtednessterm "Certificate of Designation" means the Certificate of Designation, obligationssetting forth, among other matters, the rights, preferences and liabilities privileges of the Borrower New Preferred and Conversion Preferred, in the form of Exhibit D attached to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawPurchase Agreement.

Guaranty. The Guarantor hereby irrevocably and unconditionally and irrevocably guarantees to Lender the Bank and its successors and assigns: (a) the full and prompt payment and performance when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, due of the Guaranteed Obligations Indebtedness, as hereinafter defined; and (as hereafter definedb) the payment, compliance with and the punctual performance of all other obligations, covenants, representations and warranties of the terms contained every kind, nature and description in the accordance with all instruments and documents executed by the Borrower in favor of Lender the Bank, whether now owing or existing or heretofore or hereafter created or arising, regardless of whether such obligations, covenants, representations or warranties are held to be unenforceable, void or of no effect against the Borrower and including without limitation, those under any loan agreement and/or promissory note executed and delivered by Borrower to the Bank, and any extensions, modifications or renewals thereof. The term “Indebtedness” shall mean all principal, interest, attorneys’ fees, commitment fees, liabilities for costs and expenses and all other indebtedness, obligations and liabilities under and in connection accordance with the Guaranteed Obligations. This Guaranty is a guaranty terms of payment all instruments and performance and is not merely a guaranty documents executed by Borrower in favor of collection. As used hereinthe Bank, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, whether direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary contingent and whether for principalnow owing or existing or heretofore or hereafter created or arising, interestand regardless of whether such indebtedness, premiumsobligations or liabilities are held unenforceable, fees indemnities, damages, costs, expenses void or otherwise, of no effect against Borrower (except as a result of Borrower’s full and indefeasible payment of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof Indebtedness) and all costs, expenses and fees, including reasonable attorneys’ fees and expenses incurred by the Lender fees, arising in connection with the collection or enforcement thereof). Without limiting the generality of the foregoingany or all amounts, the Guaranteed Obligations shall include any such indebtedness, obligations, obligations and liabilities of Borrower to the Bank, as described above, regardless of whether the Borrower is held to be liable for such amounts. Guarantor acknowledges and agrees that any indebtedness of the Borrower to the Lender arising under Bank as evidenced by any promissory note may be extended or renewed upon maturity at the Agreement sole discretion of the Bank and any instrumentsthat the Indebtedness as defined herein, agreements or other documents the payment of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including which is hereby guaranteed, shall include, without limitation, all renewals, extensions, amendments, refinancings indebtedness and other modifications thereof) which obligations as extended or renewed and as may be or hereafter become unenforceable or shall be an allowed or disallowed claim under evidenced by any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawrenewal promissory note.

Guaranty. The Each Guarantor hereby irrevocably and unconditionally and irrevocably guarantees to Lender the Bank: (a) the full and prompt payment and performance when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, due of the Guaranteed Obligations Indebtedness, as hereinafter defined; and (as hereafter definedb) the payment, compliance with and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, other obligations, covenants, representations and liabilities warranties of every kind, nature and characterdescription in accordance with all instruments and documents executed by FAAC in favor of the Bank, whether now owing or existing or heretofore or hereafter created or arising, regardless of whether such obligations, covenants, representations or warranties are held to be unenforceable, void or of no effect against FAAC and including without limitation, those under any loan agreement and/or promissory note executed and delivered by FAAC to the Bank, and any extensions, modifications or renewals thereof. The term “Indebtedness” shall mean all principal, interest, reasonable attorneys’ fees, commitment fees, liabilities for out-of-pocket costs and expenses and all other indebtedness, obligations and liabilities under and in accordance with the terms of all instruments and documents executed by FAAC in favor of the Bank, including, without limitation, the Mortgage Loan (as defined in the Credit Agreement), and all interest rate swap or hedge transactions, whether direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary contingent and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses now owing or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements existing or other documents of any kind or nature now heretofore or hereafter executed in connection with the Agreement with respect created or arising, and regardless of whether such indebtedness, obligations or liabilities are held to any loan be unenforceable, void or letter of credit thereunder (including all renewalsno effect against FAAC, extensions, amendments, refinancings and other modifications thereof and all costs, expenses and fees, including reasonable attorneys’ fees and expenses incurred by the Lender fees, arising in connection with the collection or enforcement thereof). Without limiting the generality of the foregoingany or all amounts, the Guaranteed Obligations shall include any such indebtedness, obligations, obligations and liabilities of the Borrower FAAC to the Lender arising Bank, as described above, regardless of whether FAAC is held to be liable for such amounts. “Indebtedness” includes without limitation, all principal and interest on the Loans and all reasonable attorneys’ fees, commitment fees, liabilities for out-of-pocket costs and expenses and all other indebtedness, obligations and liabilities under and in accordance with the terms of the Credit Agreement and any instruments, agreements or all other all instruments and documents executed by FAAC in favor of any kind or nature now or hereafter executed the Bank in connection with therewith and all instruments related to any Rate Management Obligations (as defined in the Agreement Credit Agreement). Guarantor acknowledges and agrees that any indebtedness of FAAC as evidenced by any promissory note may be extended or renewed upon maturity at the sole discretion of the Bank and that the Indebtedness as defined herein, the payment of which is hereby guaranteed, shall include, without limitation, all indebtedness and other obligations as extended or renewed and as may be evidenced by any renewal promissory note. Notwithstanding any provision to the contrary contained in this Guaranty, solely with respect to any loan or letter Guarantor in its capacity as a Guarantor, Indebtedness guaranteed by such Guarantor shall exclude all Excluded Swap Obligations (as defined below) of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time such Guarantor. As used in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstandingthis Guaranty, the obligations of following terms shall have the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.following meanings:

Guaranty. (a) The Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender the full and prompt punctual payment when due, whether at stated maturity, scheduled maturity or on any date of a required prepayment or by required prepayment, upon acceleration, demand or otherwise, and at of all times thereafter, Obligations of each other Loan Party now or hereafter existing under or in respect of the Guaranteed Obligations Loan Documents, any Secured Cash Management Agreement or any Secured Hedge Agreement (as hereafter definedthe Loan Documents, Secured Cash Management Agreements and Secured Hedge Agreements, collectively, the “Secured Documents”) and the punctual performance (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed foregoing Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein), the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, whether direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiumspremium, fees fees, indemnities, damagescontract causes of action, costs, expenses or otherwiseotherwise (such Obligations being the “Guaranteed Obligations”), of the Borrower and agrees to the Lender arising under the Agreement and pay any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costsexpenses (including, reasonable attorneys’ without limitation, fees and expenses of counsel) incurred by the Lender Administrative Agent or any other Secured Party in connection with enforcing any rights under this Guaranty or any other Secured Document, to the collection or enforcement thereof)extent reimbursable under Section 10.04 of the Credit Agreement. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations shall include and would be owed by any other Loan Party to any Secured Party under or in respect of the Secured Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such indebtedness, obligationsother Loan Party. (b) The Guarantor, and liabilities by its acceptance of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstandingthis Guaranty, the obligations Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of the Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of the Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the Guarantor hereby irrevocably agree that the Obligations of the Guarantor under this Guaranty at any time shall be limited to an aggregate the maximum amount equal to as will result in the largest amount that would Obligations of the Guarantor under this Guaranty not render its obligations hereunder subject to avoidance as constituting a fraudulent transfer or conveyance conveyance. (c) The Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under Section 548 this Guaranty or the Subsidiary Guaranty or any other guaranty with respect to the Guaranteed Obligations, the Guarantor will contribute, to the maximum extent permitted by applicable law, such amounts to each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawSecured Documents.

Guaranty. The Guarantor Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees guaranties to Lender the full and Bank the prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance of (a) all Loans and is not merely a guaranty of collection. As used herein, the term “Guaranteed other Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute matured or unmatured, primary or secondary, certain or contingent, liquidated of the Borrower arising under or unliquidatedin connection with this Agreement (including without limitation, voluntary costs and expenses incurred by the Bank in attempting to collect or involuntary enforce any of the foregoing), accrued in each case to the date of payment, and whether for principal(b) the performance of all other agreements, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, covenants and conditions of the Borrower with respect thereto set forth in this Agreement and all other Loan Documents. The responsibilities and obligations of the Borrower to the Lender arising under Bank described in the Agreement preceding sentence are hereinafter referred to collectively as the “Guaranteed Obligations.” The guaranty pursuant to this Section IV 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 instruments, agreements requirement that the Bank first attempt to collect any of the Guaranteed Obligations from the Borrower or resort to any security or other documents means of obtaining payment of any kind of the Guaranteed Obligations which the Bank now has or nature may acquire after the date hereof, or upon any other contingency whatsoever. Upon any default by the Borrower in the full and punctual payment and performance of the Guaranteed Obligations, the liabilities and obligations of the Guarantors hereunder shall, at the option of the Bank, become Commercial Loan Agreement – Micronetics, Inc. forthwith due and payable to the Bank without demand or notice of any nature, all of which are expressly waived by the Guarantors. Payments by each Guarantor under this Section IV may be required by the Bank on any number of occasions. Each Guarantor waives presentment, demand, protest, notice of acceptance, notice of Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter executed in connection with effect, any right to require the Agreement with respect to any loan or letter marshaling of credit thereunder (including all renewalsassets of the Borrower, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof)suretyship defenses generally. Without limiting the generality of the foregoing, each Guarantor agrees to the provisions of any instrument evidencing, securing or otherwise executed in connection with any Guaranteed Obligations and agrees that the obligations of the Guarantors hereunder shall include not be released or discharged, in whole or in part, or otherwise affected by any such indebtednessrescissions, obligationswaivers, amendments or modifications of any of the terms or provisions of any agreement evidencing securing or otherwise executed in connection with any Guaranteed Obligation. Until the payment and liabilities performance in full of all Guaranteed Obligations and any and all obligations of the Borrower to any affiliate of the Lender Bank, the Guarantors shall not exercise any rights against the Borrower arising under as a result of payment by the Agreement and any instrumentsGuarantors hereunder, agreements by way of subrogation or other documents otherwise. The payment of any kind or nature now or hereafter executed in connection with the Agreement amounts due with respect to any loan or letter indebtedness of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be the Borrower now or hereafter held by the Guarantors is hereby subordinated to the prior payment in full of the Guaranteed Obligations. At such time as any Person (including, but not limited to Mica (as defined below)) becomes a Subsidiary of the Borrower, or of any existing Subsidiary of the Borrower, Borrower shall cause such Person to become unenforceable or a party to this Agreement as a Guarantor and shall cause such Person to execute and deliver all documents and instruments to Bank as it may reasonably request in order for such party to become a Guarantor and to guaranty the Guaranteed Obligations under this Agreement. The obligations of each Guarantor under this Section IV shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect joint and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawseveral.

Guaranty. Waste Services Industries Holdings, LLC, a Delaware limited liability company (the “Guarantor”), joins in the execution of this Agreement for the purpose of guaranteeing the duties and obligations of Seller pursuant to this Agreement, including without limitations the obligations of Seller pursuant to Sections 7 and 8 of this Agreement, in each case subject to the terms of the applicable Section of this Agreement (collectively, the provisions of this Section 5.13 are referred to as the “Guaranty”): Without limiting the forgoing: (a) The Guarantor does hereby absolutely, unconditionally and irrevocably guarantees guarantee to Lender Buyer and the Companies the full payment by Seller of charges, fees, claims, costs, expenses, damages, Adverse Consequences, Seller Claims, Current Seller Liabilities, Current Litigation Matters, the Retained Liabilities, and prompt payment when dueall other amounts required to be paid by Seller under this Agreement. Guarantor’s obligations hereunder shall be primary and not secondary and are independent of the obligations of Seller. This Section 5.13 shall survive Closing and any termination or expiration of this Agreement. (b) A separate action or actions may be brought and prosecuted against Guarantor, whether at stated maturityor not an action is first brought against Seller or whether Seller shall be joined in any such action or actions. At Buyer’s option, or any Company if applicable, Guarantor may be joined in any action or Proceeding commenced by required prepaymentBuyer, upon accelerationor any Company, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender against Seller in connection with the Guaranteed Obligations. This Guaranty is a guaranty and based upon any covenants and obligations of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligationsthis Agreement, and liabilities of every kindGuarantor hereby waives any demand by Buyer, nature and characteror the Companies, direct and/or prior action by Buyer, or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwisethe Companies, of any nature whatsoever against Seller. The Guarantor Consents to forbearance, indulgences and extensions of time on the Borrower to the Lender arising under the Agreement and any instrumentspart of Buyer, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under Companies, being afforded by Seller, and/or the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions waiver from time to time in effect and affecting by Buyer, or the rights of creditors generally (collectivelyCompanies, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under right or remedy on its part as against Seller. (c) This Guaranty shall remain and continue in full force and effect, notwithstanding (i) any Debtor Relief Laws. Anything contained herein alteration of this Agreement by Buyer and Seller, whether prior or subsequent to the contrary notwithstandingexecution thereof; and/or (ii) any renewal, extension, modification, amendment or assignment of this Agreement. The Guarantor does hereby waive notice of any of the obligations foregoing and agrees that the liability of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to based upon the largest amount that would not render obligations set forth in this Agreement as the same may be altered, renewed, extended, modified, amended or assigned. Guarantor further waives all notice of the acceptance of this Guaranty and notice of breach, default or nonperformance by Seller of its obligations under this Agreement. The Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11shall remain fully binding although Buyer, United States Code) or any comparable provisions Company as applicable, may have waived one or more defaults by Seller, extended the time of performance by Seller, released, returned, or misapplied other collateral given later as additional security (including other guaranties) and released Seller from the performance of its obligations under this Agreement. This Guaranty shall remain in full force and effect notwithstanding the institution by or against Seller of bankruptcy, reorganization, readjustment, receivership or insolvency proceedings of any similar federal nature, or state lawthe disaffirmance of this Lease in any such proceedings or otherwise.

Guaranty. The (a) Parent Guarantor hereby absolutely and unconditionally guarantees the timely performance and irrevocably guarantees observance by Parent of all its obligations to Lender be performed or observed under this Agreement, including (a) all of Parent’s payment obligations pursuant to this Agreement, which include payment of the Aggregate Merger Consideration; and (b) any Damages arising from any breach by Parent of its obligations under this Agreement (such obligations, the “Guaranteed Obligations”). (b) This guarantee is a continuing and irrevocable guaranty by Parent Guarantor of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations are indefeasibly performed in full and prompt payment when duepaid in cash. Parent Guarantor hereby waives presentment, whether at stated maturityprotest, by required prepaymentnotice, upon accelerationdishonor or default, demand or otherwisefor payment and any other notices to which Parent Guarantor might otherwise be entitled. (c) Parent Guarantor hereby agrees that Parent may, at any time and from time to time, and at all times thereafterwithout notice to the Parent Guarantor, make any agreement with the Company or the Equityholder Representative for the extension, renewal, payment, compromise, discharge or release of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all Obligations, or for any modification or amendment of the terms contained thereof, all without in any way impairing, releasing, discharging or otherwise affecting the documents executed obligations of Parent Guarantor. Parent Guarantor waives any defense arising by reason of any disability or other defense of Parent (other than defense of payment or performance), or the Borrower in favor cessation from any cause whatsoever of Lender in connection with the liability of Parent, or any claim that Parent Guarantor’s obligations exceed or are more burdensome than Parent’s and waives the benefit of any statute of limitations affecting the liability of Parent Guarantor hereunder. The obligations of Parent Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor Holdings hereby absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees to Lender the full performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender Administrative Agent, the L/C Issuer and the Lenders, arising hereunder and under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Administrative Agent, the L/C Issuer or the Lenders in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and whether recovery upon such indebtedness and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against Holdings, the Guarantor Borrower or the Borrower other Loan Parties under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief LawsLaws (collectively, the “Guaranteed Obligations”). Anything contained herein The Administrative Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon Holdings, and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the contrary notwithstanding, Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor hereunder at Holdings under this Guaranty, and Holdings hereby irrevocably waives any time shall be limited defenses it may now have or hereafter acquire in any way relating to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer any or conveyance under Section 548 all of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawforegoing.

Guaranty. (i) The Guarantor hereby irrevocably and unconditionally and irrevocably guarantees to Lender the Collateral Agent, for the benefit of the Agents and the Lenders, the full and prompt payment when due, due (whether at stated maturitymaturity or earlier, by required prepayment, upon acceleration, demand reason of acceleration or otherwise, and at all times thereafter) of the Obligations of the Foreign Borrowers (including, without limitation, interest accruing following the commencement of any insolvency or bankruptcy case or proceeding or other similar case or proceeding in respect of any Foreign Borrower, at the applicable rate specified in the Credit Agreement, whether or not such interest is allowed as a claim in such case or proceeding) (the "Guaranteed Obligations"). (ii) At any time after the occurrence and during the continuation of an Event of Default set forth in SECTION 12(a) of the Credit Agreement, the Guarantor shall pay to the Collateral Agent, for the benefit of the Agents and the Lenders, on demand and in immediately available funds, the amount of the Guaranteed Obligations (as hereafter defined) that is due and payable, and upon acceleration, the full amount thereof. The Guarantor further agrees to pay and reimburse the Agents and the punctual performance of Lenders for, on demand and in immediately available funds, all reasonable fees, costs and expenses (including, without limitation, all court costs and reasonable attorneys' fees, costs and expenses) paid or incurred by the Agents or the Lenders in: (1) endeavoring to collect all or any part of the terms contained Guaranteed Obligations from, or in the documents executed by the Borrower prosecuting any action in favor respect of Lender in connection with the Guaranteed ObligationsObligations against, any Foreign Borrower or the Guarantor; (2) taking any action with respect to any security or collateral securing the Guaranteed Obligations or the Guarantor's obligations hereunder; and (3) preserving, protecting or defending the enforceability of, or enforcing, this Guaranty or the Collateral Agent's rights hereunder (all such costs and expenses are hereinafter referred to as the "Expenses"), and interest thereon. This The Guarantor hereby agrees that this Guaranty is a an absolute guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Guarantor Guarantor, in consideration of Lender entering into the Loan Documents and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the purpose of inducing Lender to enter into the Loan Documents, hereby (if more than one, jointly and severally,) irrevocably and unconditionally and irrevocably guarantees to Lender (a) the full full, punctual and prompt payment when dueof all sums payable under the terms of the Note, and/or the other Loan Documents, whether at stated maturity, maturity or by required prepayment, upon acceleration, demand acceleration or otherwise, in immediately available coin and at all times thereafter, currency of the Guaranteed Obligations (as hereafter defined) and United States which is legal tender for the punctual performance payment of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment public and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligationsprivate debts, and liabilities (b) all other obligations of every kind, nature kind and characterdescription now existing or hereafter arising, direct or indirect, absolute or contingent, liquidated secured or unliquidatedunsecured, voluntary matured or involuntary and whether for principalunmatured, interest, premiums, fees indemnities, damages, costs, expenses primary or otherwisesecondary, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, the “Debtor Relief LawsGuaranteed Obligations”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations The liability of the Guarantor hereunder at any time shall be limited to an aggregate the amount which remains outstanding under the Loan Documents, including any and all costs of collection incurred against Borrower, after liquidation by Lender of all Collateral given by Borrower to Lender as defined in the Security Agreement. Notwithstanding anything to the contrary in this Guaranty, the liability of the Guarantor under this Guaranty is hereby limited to (i) the repayment of no more than $500,000.00 towards the outstanding Guarantied Obligations, (ii) interest on all amounts due hereunder from the date of demand by Lender until payment by Guarantor in full at a rate equal to the largest amount Prime Rate (as announced by Lender from time to time) per annum, and (iii) any and all collection costs or expenses incurred by Lender against the Guarantor, including reasonable attorneys fees and expenses, in the event the Guarantor does not make prompt payment under this Guaranty after demand for such payment by Lender. Furthermore, this Guaranty shall expire and be deemed automatically released by Lender and of no further force and effect two (2) years after the date of this Guaranty (the “Expiration Date”), provided that would prior to the Expiration Date Borrower has not render its obligations hereunder subject failed to avoidance as repay the Loan after demand has been made for repayment by Lender. Lender hereby agrees to proceed diligently and in a fraudulent transfer or conveyance under Section 548 commercially reasonable manner in the event Lender pursues the liquidation of Borrower’s assets upon Borrower’s failure to repay the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawLoan after demand for such repayment by Lender.

Guaranty. The Facility Guarantor and each other Subsidiary of the Facility Guarantor or the Company (without giving effect to clause (y) of the final sentence of the definition thereof) that becomes a guarantor hereunder as a result of Section 6.15 or Section 6.16 (such entity, a “Subsidiary Guarantor” and, together with the Facility Guarantor and the Designated Borrowers’ Guarantor, the “Guarantors”) hereby absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees to Lender the full performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) any and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damages, costs, expenses or otherwise, of the Borrower Borrowers to the Lender Parties, arising hereunder or under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof). Without limiting The Company (in such role, the generality “Designated Borrowers’ Guarantor”) 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 required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the foregoingObligations, the Guaranteed Obligations shall include any such indebtednesswhether for principal, obligationsinterest, and liabilities premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower Designated Borrowers to the Lender Parties, arising hereunder or under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder 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 “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). Without limiting the generality of the foregoing, the Obligations shall to the maximum extent permitted by applicable law include any such indebtedness, obligations and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding Loan Party under any Debtor Relief Laws. Anything contained herein 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, and conclusive for the purpose of establishing the amount of the Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the contrary notwithstanding, Obligations which might otherwise constitute a defense to the obligations of the either Guarantor hereunder at any time shall be limited to an aggregate amount equal under this Guaranty (other than full payment and performance), and each Guarantor hereby irrevocably waives to the largest amount that would not render its obligations hereunder subject maximum extent permitted by applicable law any defenses it may now have or hereafter acquire in any way relating to avoidance as a fraudulent transfer any or conveyance under Section 548 all of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawforegoing.

Guaranty. The Guarantor In order to induce the Guaranty Beneficiary to re-affirm its obligations under the Guaranty, dated as of May 25, 2004 (the “Lease Guaranty”), in connection with the transactions contemplated by that certain Facility Sublease, dated as of [ ], 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Facility Sublease”; unless the context hereof shall otherwise require, capitalized terms used in this Guaranty and not otherwise defined herein shall have the respective meanings specified therefor in the Facility Sublease) by and between [UNIT 40 SUBLESSOR], as sublessor (in such capacity, the “Sublessor”) and KeySpan-Ravenswood, LLC, as sublessee (in such capacity, the “Sublessee”), together with other Facility Sublease Documents (as such term is defined in the Facility Sublease) and to consummate the transactions contemplated therein with the Sublessee, each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees to Lender the full and prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of Guaranty Beneficiary the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty obligations of collection. As used herein(x) the Sublessee under the Facility Sublease, the term Site Sub-sublease and the Sublease Tax Indemnity Agreement accruing from and after the date hereof and (y) from and including the Transfer Date, the obligations of the Sublessor, in its capacity as the Lessee, the Ground Lessor and the Ground Sublessee under the Operative Documents, except for liabilities arising or occurring prior to the Transfer Date and except to the extent arising out of the failure of the Guarantee Beneficiary to pay or cause to be paid Basic Lease Rent under the Facility Lease (the “Guaranteed Obligations” means any and all existing and future indebtedness”), obligationsin each case, and liabilities of every kind, nature and character, without regard to whether such Obligation is direct or indirect, absolute or contingent, liquidated now or unliquidatedhereafter existing or owing, voluntary or involuntary and whether for principalinvoluntary, interestcreated or arising by contract, premiums, fees indemnities, damages, costs, expenses operation of law or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements otherwise or other documents incurred or payable before or after commencement of any kind proceedings by or nature now or hereafter executed in connection with the Agreement with respect to against any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof)Guaranteed Party under any bankruptcy law. Without limiting the generality In furtherance of the foregoing, each of the Guarantors acknowledges that the Guaranty Beneficiary may, in its sole discretion, bring and prosecute a separate action or actions against either Guarantor in respect of any or all of the Obligations, regardless of whether action is brought against any Guaranteed Party or whether the Guaranteed Obligations shall include Party is joined in any such indebtedness, obligations, and liabilities action or actions. The Obligations of the Borrower to Guarantors under this Guaranty are joint and several. As used in this Guaranty, the Lender arising “Guaranteed Party” shall mean the Sublessee under the Agreement Facility Sublease Documents and any instrumentsfrom and after the Transfer Date, agreements or other documents of any kind or nature now or hereafter executed the Sublessor in connection with its capacity as the Agreement with respect to any loan or letter of credit thereunder (including all renewalsLessee, extensions, amendments, refinancings the Ground Lessor and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower Ground Sublessee under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawOperative Documents.

Guaranty. The Guarantor hereby irrevocably and unconditionally and irrevocably guarantees to Lender Standard Federal and its successors and assigns: (a) the full and prompt payment and performance when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, due of the Guaranteed Obligations Indebtedness, as hereinafter defined; and (as hereafter definedb) the payment, compliance with and the punctual performance of all other obligations, covenants, representations and warranties of the terms contained every kind, nature and description in the accordance with all instruments and documents executed by the Borrower in favor of Lender Standard Federal, whether now owing or existing or heretofore or hereafter created or arising, regardless of whether such obligations, covenants, representations or warranties are held to be unenforceable, void or of no effect against the Borrower and including without limitation, those under any loan agreement and/or promissory note executed and delivered by Borrower to Standard Federal, and any extensions, modifications or renewals thereof. The term "Indebtedness" shall mean all principal, interest, attorneys' fees, commitment fees, liabilities for costs and expenses and all other indebtedness, obligations and liabilities under and in connection accordance with the Guaranteed Obligations. This Guaranty is a guaranty terms of payment all instruments and performance and is not merely a guaranty documents executed by Borrower in favor of collection. As used hereinStandard Federal, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, whether direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary contingent and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses now owing or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements existing or other documents of any kind or nature now heretofore or hereafter executed in connection with created or arising, and regardless of whether such indebtedness, obligations or liabilities are held to be unenforceable, void or of no effect against the Agreement with respect to any loan or letter of credit thereunder (including all renewalsBorrower, extensions, amendments, refinancings and other modifications thereof and all costs, expenses and fees, including reasonable attorneys’ fees and expenses incurred by the Lender ' fees, arising in connection with the collection or enforcement thereof). Without limiting the generality of the foregoingany or all amounts, the Guaranteed Obligations shall include any such indebtedness, obligations, obligations and liabilities of Borrower to Standard Federal, as described above, regardless of whether the Borrower is held to be liable for such amounts. Guarantor acknowledges and agrees that any indebtedness of the Borrower to Standard Federal as evidenced by any promissory note may be extended or renewed upon maturity at the Lender arising under sole discretion of Standard Federal and that the Agreement and any instrumentsIndebtedness as defined herein, agreements or other documents the payment of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including which is hereby guaranteed, shall include, without limitation, all renewals, extensions, amendments, refinancings indebtedness and other modifications thereof) which obligations as extended or renewed and as may be or hereafter become unenforceable or shall be an allowed or disallowed claim under evidenced by any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawrenewal promissory note.

Guaranty. The Guarantor hereby undersigned “Guarantor” absolutely and unconditionally and irrevocably guarantees to Lender the full and prompt payment when dueto Lender, whether at stated maturityincluding its successors and assignees, by required prepaymentof any and all Loan Obligations. Guarantor further agrees to repay the Loan Obligations on demand, upon accelerationwithout requiring Lender first to enforce payment against Borrower. This is a guarantee of payment and not of collection. This is an absolute, demand or otherwiseunconditional, primary, and at all times thereafter, continuing obligation and will remain in full force and effect until the first to occur of the Guaranteed Obligations following: (as hereafter definedi) and the punctual performance of all of the terms contained Loan Obligations have been indefeasibly paid in full, and Lender has terminated this Guaranty, or (ii) 30 days after the documents executed date on which written notice of revocation is actually received and accepted by Lender. No revocation will affect: (i) the Borrower then existing liabilities of the revoking Guarantor under this Guaranty; (ii) Loan Obligations created, contracted, assumed, acquired or incurred prior to the effective date of such revocation; (iii) Loan Obligations created, contracted, assumed, acquired or incurred after the effective date of such revocation pursuant to any agreement entered into or commitment obtained prior to the effective date of such revocation; or (iv) any Loan Obligations then or thereafter arising under the agreements or instruments then in favor of Lender in connection with effect and then evidencing the Guaranteed Loan Obligations. Guarantor waives all notices to which the Guarantor might otherwise be entitled by law, and also waives all defenses, legal or equitable, otherwise available to the Guarantor. This Guaranty is a guaranty shall be construed in accordance with the laws of payment the State of Arizona, and performance shall inure to the benefit of Lender, its successors and is assigns. To the extent not merely a guaranty of collection. As used hereinprohibited by applicable law, the term “Guaranteed Obligations” means Guarantor waives its right to a trial by jury of any and all existing and future indebtednessclaim or cause of action based upon, obligationsarising out of or related to this guaranty, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and all other documentation evidencing the Loan Obligations, in any instruments, agreements legal action or other documents proceeding. Any such claim or cause of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or action shall be an allowed or disallowed claim under any proceeding or case commenced tried by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11court sitting without a jury in Scottsdale, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawAZ.

Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to Lender the Guaranteed Parties, and their respective successors and permitted assigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise, ) and at all times thereafter, performance of the Guaranteed Obligations (as hereafter defined) indebtedness, liabilities and the punctual performance of all other obligations of the terms contained in Designated Borrowers to the documents executed by the Borrower in favor of Lender Guaranteed Parties under or in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinCredit Agreement, the term Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon and all other amounts payable by the Designated Borrowers to the Guaranteed Parties thereunder or in connection therewith. The terms “Guaranteed Obligationsindebtedness,” means “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and future indebtedness, obligations, and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary undetermined, and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any recovery upon such indebtedness, obligations, liabilities and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Law, and shall include including interest that accrues after the commencement by or against the Borrower any Loan Party of any proceeding under any Debtor Relief LawsInsolvency Proceeding naming such Person as the debtor in such proceeding. Anything contained herein to the contrary notwithstandingThe foregoing indebtedness, the liabilities and other obligations of the Designated Borrowers, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor hereunder at in connection with this Guaranty (including any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance and all amounts due under Section 548 of 13), shall hereinafter be collectively referred to as the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law“Guaranteed Obligations.”

Guaranty. The Guarantor FOR VALUE RECEIVED, and in consideration of the execution of a certain Lease of even date herewith and concurrently herewith covering certain premises in the San Marcos Premium Outlets, the creation of the tenancy under said Lease and the extension of credit by SAN MARCOS PREMIUM OUTLETS, L.P., a Delaware limited partnership (Landlord) to IMPOSSIBLE KICKS HOLDING COMPANY, INC, a Delaware corporation (Tenant), and for the purpose of inducing Landlord to enter into such Lease, IMPOSSIBLE KICK HOLDING COMPANY INC., a Delaware corporation (Guarantor), does hereby absolutely and unconditionally guarantee to Landlord, its successors and irrevocably guarantees to Lender assigns, the full and prompt payment when due, whether at stated maturityof all rents, by required prepaymentcharges and additional sums coming due under said ▇▇▇▇▇, upon acceleration, demand or otherwise, and at all times thereafter, of together with the Guaranteed Obligations (as hereafter defined) and the punctual performance of all covenants and agreements of the terms Tenant therein contained in the documents executed by the Borrower in favor of Lender in connection and together with the Guaranteed Obligations. This Guaranty is a guaranty full and prompt payment of payment all damages that may arise or be incurred by Landlord in consequence of Tenant’s failure to perform such covenants and performance and is not merely a guaranty of collection. As used herein, the term agreements (all such obligations hereinafter collectively referred to as “Guaranteed Obligations” means any and all existing and future indebtedness, obligationsLiabilities”), and liabilities of every kindGuarantor further agrees to pay all expenses, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses legal expenses, paid or incurred by Landlord in endeavoring to collect or enforce the Lender Liabilities or any part thereof and in connection with enforcing this guaranty, such payment and performance to be made or performed by Guarantor forthwith upon a default by Tenant. In the collection or enforcement thereof). Without limiting the generality event of the foregoingdeath, the Guaranteed Obligations shall include any such indebtednessincompetency, obligationsdissolution, and liabilities bankruptcy or insolvency of the Borrower to the Lender arising under the Agreement and any instrumentsTenant, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11inability of Tenant to pay debts as they mature, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, an assignment by Tenant for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganizationor the institution of any bankruptcy or other proceedings by or against Tenant alleging that Tenant is insolvent or unable to pay debts as they mature, or similar debtor relief laws Tenant’s default under this Lease, and if such event shall occur at a time when any of the United States Liabilities may not then be due and payable, ▇▇▇▇▇▇▇▇▇ agrees to pay to Landlord upon demand, the full amount which would be payable hereunder by Guarantor if all Liabilities were then due and payable. This Guaranty shall be an absolute and unconditional guaranty and shall remain in full force and effect as to Guarantor during the Lease Term, and any renewal or extension thereof, and thereafter so long as any Liabilities remain due and payable even though the Lease Term or any renewal or extension thereof shall have expired. An Assignment of said Lease or any subletting thereunder shall not release or relieve Guarantor from its liability hereunder. Landlord may, from time to time, without notice to Guarantor: (a) retain or obtain a security interest in any property to secure any of the Liabilities or any obligation hereunder, (b) retain or obtain the primary or secondary liability of any party or parties, in addition to Guarantor, with respect to any of the Liabilities, (c) extend or renew for any period (whether or not longer than the original period), alter or exchange said Lease or any of the Liabilities, (d) release, waive or compromise any liability of any of Guarantor hereunder or any liability of any other applicable jurisdictions party or parties primarily or secondarily liable on any of the Liabilities, (e) release or impair any security interest or lien, if any, in all or any property securing any of the Liabilities or any obligation hereunder and permit any substitution or exchange for any such property, and (f) resort to Guarantor for payment of any of the Liabilities, whether or not Landlord shall have resorted to any property securing any of the Liabilities or any obligation hereunder or shall have proceeded against any other of Guarantor or against Tenant or any other party primarily or secondarily liable on any of the Liabilities. No such action or failure to act by Landlord shall affect Guarantor’s liability hereunder in any manner whatsoever. Any amount received by Landlord from whatsoever source and applied by it toward the payment of the Liabilities shall be applied in such order of application as Landlord may from time to time elect. Guarantor hereby expressly waives: (a) notice of the acceptance of this Guaranty, (b) notice of the existence, creation, amount, modification, amendment, alteration or extension of the Lease or all or any of the Liabilities, whether or not such notice is required to be given to Tenant under the terms of the Lease, (c) presentment, demand, notice of dishonor, protest, and all other notices whatsoever, (d) any benefit of valuation, appraisement, homestead or other exemption law, now or hereafter in effect and affecting the rights in any jurisdiction in which enforcement of creditors generally (collectively, “Debtor Relief Laws”)this Guaranty is sought, and shall include interest that accrues after (e) all diligence in collection, perfection or protection of or realization upon the commencement by Liabilities or against any thereof, any obligation hereunder, or any security for any of the Borrower foregoing. No delay on the part of Landlord in the exercise of any proceeding under right or remedy shall operate as a waiver thereof, and no final or partial exercise by Landlord of any Debtor Relief Lawsright or remedy shall preclude other or further exercises thereof or the exercises of any other right or remedy. Anything contained herein to the contrary notwithstanding, The validity of this Guaranty and the obligations of the Guarantor hereunder at shall not be terminated, affected or impaired by reason of any time action which Landlord may take or fail to take against Tenant or by reason of any waiver of, or failure to enforce, any of the rights or remedies reserved to Landlord in said Lease, or otherwise, or by reason of the bankruptcy or insolvency of Tenant and whether or not the term of said Lease shall terminate by reason of said bankruptcy or insolvency. This Guaranty shall be limited to an aggregate amount equal to binding upon Guarantor, and upon the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 heirs, legal representatives, successors and assigns of Guarantor and shall be governed by the laws of the Bankruptcy Code State of Indiana. If this Guaranty is executed by a corporation, association, partnership (Title 11general or limited), United States Code) joint venture, syndicate, trust or any comparable provisions other type of any similar federal or state laworganization other than individuals, the individual signatories hereto represent and warrant that they, and each of them, are duly authorized to execute this Guaranty for and on behalf of such organization and that such organization is the sole owner of all ownership interest in the Tenant.

Guaranty. The (a) To induce the Lender to make the Loan, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender guarantees, as primary obligor and not merely as surety, the full and prompt punctual payment when due, whether at stated maturity, maturity or earlier by required prepayment, upon reason of acceleration, demand mandatory prepayment or otherwiseotherwise in accordance with any Loan Document, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained Loan Document Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, and whether enforceable or unenforceable as against the Borrower, now or hereafter existing, or 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 the documents executed by the Borrower in favor such proceeding), fees and costs of Lender in connection with the Guaranteed Obligationscollection. This Guaranty is constitutes a guaranty of payment and performance and is not merely a guaranty of collection. As used herein. (b) The Guarantor further agrees that, the term “Guaranteed Obligations” means if any payment made by Borrower or any other person and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower applied to the Lender arising under Loan Document Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the Agreement and any instruments, agreements or other documents proceeds of any kind or nature now or hereafter executed in connection with the Agreement with respect Collateral are required to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred be returned by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instrumentsBorrower, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewalsits estate, extensionstrustee, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute receiver or any other liquidationparty, conservatorshipincluding the Guarantor, bankruptcyunder any bankruptcy law, assignment for state or federal law, common law or equitable cause, then, to the benefit extent of creditorssuch payment or repayment, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States Guarantor's liability hereunder (and any Lien or other applicable jurisdictions from time to time Collateral securing such liability) shall be and remain in effect full force and affecting effect, as fully as if such payment had never been made or, if prior thereto this Guaranty shall have been cancelled or surrendered (and if any Lien or other Collateral securing the rights Guarantor's liability hereunder shall have been released or terminated by virtue of creditors generally (collectively, “Debtor Relief Laws”such cancellation or surrender), this Guaranty (and such Lien or other Collateral) shall include interest that accrues after the commencement by be reinstated in full force and effect, and such prior cancellation or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstandingsurrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 in respect of the Bankruptcy Code amount of such payment (Title 11, United States Code) or any comparable provisions of any similar federal Lien or state lawother Collateral securing such obligation).

Guaranty. The (i) For value received and in consideration of any Advance, loan or financial accommodation of any kind whatsoever heretofore, now or hereafter made, given or granted to the Borrower by the Lender pursuant to the Loan Agreement, the Guarantor hereby unconditionally and irrevocably guarantees to Lender for the benefit of the Secured Parties the full and prompt payment when due, whether at stated maturitymaturity or earlier, by required prepayment, upon acceleration, demand reason of acceleration or otherwise, and at all times thereafter, of all Secured Obligations now or hereafter existing under the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinLoan Agreement or any other Loan Document, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costsfees, expenses or otherwise, subject to the limit described in paragraph (iv) below. (ii) At any time after the occurrence of an Event of Default, the Guarantor shall pay to the Agent, on demand and in immediately available funds, an amount equal to the Borrowing Base Deficiency at the time such demand is made, as calculated by the Agent (such calculation to be conclusive and binding absent manifest error), subject to the limit described in paragraph (iv) below. (iii) In addition, the Guarantor shall pay to the Agent on demand and in immediately available funds an amount equal to all reasonable fees, costs and expenses (including, without limitation, all court costs and attorneys’ and paralegals’ fees, costs and expenses) paid or incurred by the Agent or the Lender in: (1) endeavoring to collect all or any part of the Borrower Guarantor Payment Amount from, or in prosecuting any action against, the Guarantor relating to this Guaranty or the Lender arising under the Agreement and transactions contemplated hereby; (2) taking any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement action with respect to any loan security or letter of credit thereunder collateral securing the Guarantor’s obligations hereunder; or (including all renewals3) preserving, extensionsprotecting or defending the enforceability of, amendmentsor enforcing, refinancings this Guaranty or its rights hereunder. In addition, the Guarantor further agrees to pay to the Agent and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender and reimburse the Agent and the Lender for, on demand and in connection with immediately available funds, interest on any amount due hereunder, from the collection or enforcement thereof). Without limiting date of demand under this Guaranty until paid in full at the generality of Default Funding Rate. (iv) Notwithstanding the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced aggregate payments made by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time (including amounts paid pursuant to paragraphs (i) and (ii) above but excluding amounts paid pursuant to paragraph (iii) above) shall be limited to an aggregate amount equal to not exceed the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 least of (x) 5% of the Bankruptcy Code aggregate Net Principal Balance of the Medallion Loans included in the Collateral at the time of the related Event of Default, (Title 11, United States Codey) or 5% of the Maximum Facility Amount and (z) 10% of the aggregate outstanding principal balance of the Advances at the time of the related Event of Default (any comparable provisions such payment due from the Guarantor hereunder in respect of any similar federal or state lawa Borrowing Base Deficiency being a “Guarantor Payment Amount”). (v) The Guarantor hereby agrees that this Guaranty is an absolute guaranty of payment and is not a guaranty of collection.

Guaranty. The Guarantor (a) Each Borrower hereby unconditionally and irrevocably guarantees to the Administrative Agent, for the benefit of the Lender Group, the full and prompt payment when dueof all Obligations of the other Borrowers, including, without limitation, any interest therein (including, without limitation, interest as provided in this Agreement, accruing after the filing of a petition initiating any Insolvency Proceedings, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, not such interest accrues or is recoverable against any such Borrower after the filing of such petition for purposes of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained Bankruptcy Code or is an allowed claim in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinsuch proceeding), the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, plus reasonable attorneys’ fees and expenses actually incurred by the Lender Group if the obligations represented by this Guaranty are collected by law, through an attorney-at-law, or under advice therefrom. Each Guarantor hereby guarantees to the Administrative Agent, for the benefit of the Lender Group, the full and prompt payment of the Obligations, including, without limitation, any interest therein (including, without limitation, interest as provided in connection this Agreement, accruing after the filing of a petition initiating any Insolvency Proceedings, whether or not such interest accrues or is recoverable against the Borrowers after the filing of such petition for purposes of the Bankruptcy Code or is an allowed claim in such proceeding), plus reasonable attorneys’ fees and expenses actually incurred by the Lender Group if the obligations represented by this Guaranty are collected by law, through an attorney-at-law, or under advice therefrom. (b) Regardless of whether any proposed guarantor or any other Person shall become in any other way responsible to the Lender Group, or any of them, for or in respect of the Obligations or any part thereof, and regardless of whether or not any Person now or hereafter responsible to the Lender Group, or any of them, for the Obligations or any part thereof, whether under this Guaranty or otherwise, shall cease to be so liable, each Credit Party hereby declares and agrees that this Guaranty shall be a joint and several obligation, shall be a continuing guaranty and shall be operative and binding until the Obligations shall have been indefeasibly paid in full in cash (or in the case of Letter of Credit Obligations, secured through delivery of cash collateral in an amount equal to one hundred and five percent (105%) of the Letter of Credit Obligations) and the Revolving Loan Commitments shall have been terminated. (c) Each Credit Party absolutely, unconditionally and irrevocably waives any and all right to assert any defense (other than the defense of payment in cash in full, to the extent of its obligations hereunder, or a defense that such Credit Party’s liability is limited as provided in Section 3.1(g)), set-off, counterclaim or cross-claim of any nature whatsoever with respect to this Guaranty or the collection obligations of the Credit Parties under this Guaranty or enforcement the obligations of any other Person or party (including, without limitation, the Borrowers) relating to this Guaranty or the obligations of any of the Credit Parties under this Guaranty or otherwise with respect to the Obligations in any action or proceeding brought by the Administrative Agent or any other member of the Lender Group to collect the Obligations or any portion thereof), or to enforce the obligations of any of the Credit Parties under this Guaranty. (d) The Lender Group, or any of them, may from time to time, without exonerating or releasing any Credit Party in any way under this Guaranty, (i) take such further or other security or securities for the Obligations or any part thereof as they may deem proper, or (ii) release, discharge, abandon or otherwise deal with or fail to deal with any Credit Party of the Obligations or any security or securities therefor or any part thereof now or hereafter held by the Lender Group, or any of them, or (iii) amend, modify, extend, accelerate or waive in any manner any of the provisions, terms, or conditions of the Loan Documents, all as they may consider expedient or appropriate in their sole discretion. Without limiting the generality of the foregoing, or of Section 3.1(e), it is understood that the Guaranteed Lender Group, or any of them, may, without exonerating or releasing any Credit Party, give up, modify or abstain from perfecting or taking advantage of any security for the Obligations shall include and accept or make any such indebtedness, obligationscompositions or arrangements, and liabilities realize upon any security for the Obligations when, and in such manner, and with or without notice, all as such Person may deem expedient. (e) Each Credit Party acknowledges and agrees that no change in the nature or terms of the Borrower Obligations or any of the Loan Documents, or other agreements, instruments or contracts evidencing, related to or attendant with the Obligations (including any novation), shall discharge all or any part of the liabilities and obligations of such Credit Party pursuant to this Guaranty; it being the purpose and intent of the Credit Parties and the Lender arising Group that the covenants, agreements and all liabilities and obligations of each Credit Party hereunder are absolute, unconditional and irrevocable under any and all circumstances. Without limiting the Agreement generality of the foregoing, each Credit Party agrees that until each and every one of the covenants and agreements of this Guaranty is fully performed, and without possibility of recourse, whether by operation of law or otherwise, such Credit Party’s undertakings hereunder shall not be released, in whole or in part, by any action or thing which might, but for this paragraph of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, or by reason of any waiver, omission of the Lender Group, or any of them, or their failure to proceed promptly or otherwise, or by reason of any action taken or omitted by the Lender Group, or any of them, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of, such Credit Party or by reason of any further dealings between the Borrowers, on the one hand, and any instrumentsmember of the Lender Group, on the other hand, or any other guarantor or surety, and such Credit Party hereby expressly waives and surrenders any defense to its liability hereunder, or any right of counterclaim or offset of any nature or description which it may have or may exist based upon, and shall be deemed to have consented to, any of the foregoing acts, omissions, things, agreements or other documents waivers. (f) The Lender Group, or any of them, may, without demand or notice of any kind upon or nature now to any Credit Party, at any time or hereafter executed from time to time when any amount shall be due and payable hereunder by any Credit Party, if the Borrowers shall not have timely paid any of the Obligations (or in connection the case of Letter of Credit Obligations, secured through delivery of cash collateral in an amount equal to one hundred and five percent (105%) of the Letter of Credit Obligations), set-off and appropriate and apply to any portion of the Obligations hereby guaranteed, and in such order of application as the Administrative Agent may from time to time elect in accordance with this Agreement, any deposits, property, balances, credit accounts or moneys of any Credit Party in the Agreement possession of any member of the Lender Group or under their respective control for any purpose. If and to the extent that any Credit Party makes any payment to the Administrative Agent or any other Person pursuant to or in respect of this Guaranty, any claim which such Credit Party may have against any Borrower by reason thereof shall be subject and subordinate to the prior payment in full of the Obligations to the satisfaction of the Lender Group. (g) The creation or existence from time to time of Obligations in excess of the amount committed to or outstanding on the date of this Guaranty is hereby authorized, without notice to any Credit Party, and shall in no way impair or affect this Guaranty or the rights of the Lender Group herein. It is the intention of each Credit Party and the Administrative Agent that each Credit Party’s obligations hereunder (other than the obligations of the Administrative Borrower) shall be, but not in excess of, the Maximum Guaranteed Amount (as herein defined). The “Maximum Guaranteed Amount” with respect to any loan such Credit Party, shall mean the maximum amount which could be paid by such Credit Party without rendering this Guaranty void or letter voidable as would otherwise be held or determined by a court of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be competent jurisdiction in any action or hereafter become unenforceable proceeding involving any state or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, Federal bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States moratorium, fraudulent conveyance or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein similar laws relating to the contrary notwithstanding, the obligations insolvency of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawdebtors.

Guaranty. The Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Lender for the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the full and prompt payment when due, due (whether at stated maturity, by required prepayment, upon declaration, acceleration, demand or otherwise, ) and at all times thereafter, performance of the Guaranteed Obligations (as hereafter defined) indebtedness, liabilities and the punctual performance of all other obligations of the terms contained in Borrower to the documents executed by the Borrower in favor of Lender Guaranteed Parties under or in connection with the Credit Agreement and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Borrower to the Guaranteed ObligationsParties thereunder, in connection therewith, and in connection with any other Loan Document. This Guaranty is a guaranty of payment The terms “indebtedness,” “liabilities” and performance “obligations” are used herein in their most comprehensive sense and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means include any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and future indebtedness, obligations, and liabilities of every kind, nature and character, direct whether due or indirectnot due, absolute or contingent, liquidated or unliquidated, voluntary determined or involuntary undetermined, and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any recovery upon such indebtedness, obligations, liabilities and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”)Law, and shall include including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief LawsLaws naming such Person as the debtor in such proceeding. Anything contained herein to the contrary notwithstandingThe foregoing indebtedness, the liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor hereunder at in connection with this Guaranty (including any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance and all amounts due under Section 548 of 13), shall hereinafter be collectively referred to as the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law“Guaranteed Obligations.”

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guarantee of payment and irrevocably guarantees to Lender the full and not merely as a guarantee of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwiseinvoluntary, of the Canadian Borrower in the currency such indebtedness or liability was incurred to the Lender Canadian Administrative Agent and each Canadian Bank arising under that certain Revolving Credit Agreement dated as of October 11, 2011, among Guarantor, Canadian Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., acting through its Toronto branch, as Canadian Administrative Agent and Canadian L/C Issuer, and the Agreement other Banks a party thereto (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms being used herein as defined therein unless otherwise defined herein) and any all instruments, agreements or and other documents of any every kind or and nature now or hereafter executed in connection with the Credit Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings extensions and other modifications thereof and all costs, reasonable attorneys’ fees Attorney Costs and expenses incurred by the Lender Canadian Administrative Agent or any Canadian Bank in connection with the collection or enforcement thereof) (collectively, the “Guaranteed Obligations”). Without limiting The Canadian Administrative Agent’s and each Canadian Bank’s books and records showing the generality amount of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, be binding upon the Guarantor and liabilities conclusive absent manifest error for the purpose of establishing the amount of the Borrower Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor, or by any fact or circumstance relating to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect Guaranteed Obligations which might otherwise constitute a defense to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawthis Guaranty.

Guaranty. The Guarantor hereby (a) Subject to the provisions of this Section 17, each Guarantor, by execution of this Agreement, jointly and severally, unconditionally and irrevocably guarantees (collectively, the “Guaranty”) to Lender (i) the full due and prompt punctual payment of the principal of and interest on the Loan, when dueand as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Loan, to the extent lawful, and the due and punctual payment of all other Obligations, all in accordance with the terms of the Loan Documents, and (ii) in the case of any extension of time of payment or renewal of the Loan or any of 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, at stated maturity, by required prepaymentacceleration or otherwise. Each Guarantor, upon accelerationby execution of this Agreement, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Loan Document, any failure to enforce the provisions of any such Loan Document, any waiver, modification or indulgence granted to Borrower with respect thereto by Lender, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor. (b) Each Guarantor hereby waives diligence, presentment, demand or otherwisefor payment, and at all times thereafter, filing of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained claims with a court in the documents executed by the Borrower in favor event of Lender in connection with the Guaranteed Obligations. This Guaranty is merger or bankruptcy of Borrower, any right to require a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinproceeding first against Borrower, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct protest or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement notice with respect to the Loan Documents or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guaranty will not be discharged as to any loan or letter such Note except by payment in full of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications the principal thereof and all costsinterest thereon. Each Guarantor hereby agrees that, reasonable attorneys’ fees as between such Guarantor, on the one hand, and expenses incurred by Lender, on the Lender in connection with other hand, (i) the collection or enforcement thereof). Without limiting the generality maturity of the foregoingObligations guaranteed hereby may be accelerated as provided in Section 9 for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations shall include any such indebtedness, obligationsguaranteed hereby, and liabilities of (ii) in the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents event of any kind declaration of acceleration of such Obligations as provided in Section 9, such Obligations (whether or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings not due and other modifications thereofpayable) which may be or hereafter shall forthwith become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced due and payable by or against the each Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit purpose of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawthis Guaranty.

Guaranty. The Therefore, 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 Borrowers by Agent or any Lender, each Guarantor hereby unconditionally and irrevocably guarantees to Lender the full and prompt payment when due, whether at stated maturitymaturity or earlier, by required prepayment, upon acceleration, demand reason of acceleration or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in Obligations. Without limiting the documents executed foregoing, the Obligations guaranteed hereby include all fees, costs and expenses (including attorneys' fees and expenses) incurred by the Borrower in favor of Agent or any Lender in connection attempting to collect any amount due under this Guaranty or in prosecuting any action against any Borrower, any Guarantor or any other guarantor of all or part of the Obligations and all interest, fees, costs and expenses owing to Agent or any Lender after the commencement of bankruptcy proceedings with respect to any Borrower, any Guarantor or any other guarantor of all or part of the Guaranteed ObligationsObligations (whether or not the same may be collected while such proceedings are pending). This Each Guarantor hereby agrees that this Guaranty is a present and continuing guaranty of payment and performance not of collection and is not merely a guaranty that its obligations hereunder shall be unconditional, irrespective of collection. As used herein, (i) the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct validity or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, enforceability of the Borrower to the Lender arising under the Agreement and Obligations or any instrumentspart thereof, agreements or other documents of any kind of the Financing Documents, (ii) the waiver or nature now consent by Agent or hereafter executed in connection with the Agreement any Lender with respect to any loan provision of any Financing Document, or letter of credit thereunder (including all renewalsany amendment, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements modification or other documents of any kind or nature now or hereafter executed in connection with the Agreement change with respect to any loan Financing Document, (iii) any merger or letter consolidation of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code)Borrower, any successor statute Guarantor or any other liquidationguarantor of all or part of the Obligations into or with any Person or any change in the ownership of the equity of any Borrower, conservatorshipany Guarantor or any other guarantor of all or part of the Obligations, (iv) any dissolution of any Guarantor or any insolvency, bankruptcy, assignment liquidation, reorganization or similar proceedings with respect to any Borrower, any Guarantor or any other guarantor of all or part of the Obligations, (v) any action or inaction on the part of Agent or any Lender, including without limitation the absence of any attempt to collect the Obligations from any Borrower, any Guarantor or any other guarantor of all or part of the Obligations or other action to enforce the same or the failure by Agent to take any steps to perfect and maintain its Lien on, or to preserve its rights to, any security or collateral for the benefit Obligations, (vi) Agent's election, in any proceeding instituted under Chapter 11 of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws Title 11 of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally Code (collectively, “Debtor Relief Laws”11 U.S.C. Section 101 et seq.), and shall include interest that accrues after as amended (the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations "BANKRUPTCY CODE") of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under application of Section 548 1111(b)(2) of the Bankruptcy Code Code, (Title 11vii) any borrowing or grant of a Lien by any Borrower, United States Code) any Guarantor or any comparable provisions other guarantor of all or part of the Obligations, as debtor-in-possession, under Section 364 of the Bankruptcy Code, (viii) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of Agent's or any Lender's claims for repayment of the Obligations, (ix) Agent's or any Lender's inability to enforce the Obligations of any similar federal Borrower as a result of the automatic stay provisions under Section 362 of the Bankruptcy Code, (x) the discharge or state lawrelease by Agent and/or Lenders of any Guarantor's obligations and liabilities under this Guaranty, (xi) the discharge or release by Agent and/or Lenders of any other guarantor's obligations and liabilities under any guaranty or (xii) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of any Borrower, any Guarantor or any other guarantor of all or part of the Obligations other than a defense of payment and performance in full in cash of all Obligations.

Guaranty. The Each Guarantor hereby unconditionally and irrevocably irrevocably, and jointly and severally with the other Guarantors, guarantees to Lender the holders of Notes, the full and prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender Company in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiumspremiums (including, fees without limitation, Make-Whole Amount), fees, indemnities, damages, costs, expenses or otherwise, of the Borrower Company to the Lender holders of Notes arising under the Agreement Agreement, the Notes and the other Note Documents, and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder Agreement, the Notes and the other Note Documents (including all renewals, extensions, amendments, refinancings restatements and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender holders of Notes in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower Company to the Lender holders of Notes arising under the Agreement Agreement, the Notes and the other Note Documents, and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder Agreement, the Notes and the other Note Documents (including all renewals, extensions, amendments, refinancings restatements and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the any Guarantor or the Borrower Company under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower Company of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the any Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.. ​ ​

Guaranty. The Each Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees to Lender the full performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all Obligations existing and future indebtedness, obligations, indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender Lenders arising under the Credit Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Credit Agreement with respect to any loan or letter of credit thereunder and other Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender Lenders in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and whether recovery upon such indebtedness and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the such Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief LawsLaws (collectively, the “Guaranteed Obligations”). Anything contained herein Absent manifest error, the Lenders’ books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantors and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the contrary notwithstanding, Guaranteed Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and the Guarantor hereunder at Guarantors hereby irrevocably waive any time shall be limited defenses they may now have or hereafter acquire in any way relating to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer any or conveyance under Section 548 all of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawforegoing.

Guaranty. The (a) Subject to the provisions of Section 2(c) below, the Guarantor does hereby irrevocably, absolutely and unconditionally and irrevocably guarantees to Lender guaranty the full and prompt payment by Headliners, as and when due, due and payable (whether at stated maturity, by required prepaymentpayment, upon acceleration, demand or otherwise), and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used hereinobligations (collectively, the term “Guaranteed "Obligations” means any and all existing and future indebtedness") from time to time owing by Headliners to Cornell under the Convertible Debenture, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interestDisbursements, premiumsinterest (including, fees indemnitieswithout limitation, damagesall interest that accrues after the commencement of any insolvency proceeding with respect to Headliners, costswhether or not a claim for post-filing interest is allowed in such proceeding), expenses fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any insolvency proceeding with respect to Headliners (notwithstanding the operation of the Borrower to automatic stay under Section 362(a) of the Lender arising under U.S. Bankruptcy Code), and the Agreement due performance and any instruments, agreements or observance by Headliners of its other documents of any kind or nature Obligations now or hereafter executed existing in connection with respect of the Agreement with respect Convertible Debenture (the "Guaranteed Obligations"), (b) The Guarantor does hereby agrees to pay any loan or letter of credit thereunder and all expenses (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ counsel fees and expenses expenses) incurred by the Lender Cornell in connection with the collection or enforcement thereof)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 shall include any such indebtedness, obligations, and liabilities of would be owed by Headliners to Cornell under the Borrower Convertible Debenture but for the fact that they are unenforceable or not allowable due to the Lender arising under the Agreement and any instrumentsexistence of a bankruptcy, agreements reorganization or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any similar proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute involving Headliners or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawGuarantor.

Guaranty. The 1.1 Guarantor hereby irrevocably and unconditionally and irrevocably guarantees to Lender Standard Federal and its successors and assigns: (a) the full and prompt payment and performance when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, due of the Guaranteed Obligations Indebtedness, as hereinafter defined; and (as hereafter definedb) the payment, compliance with and the punctual performance of all other obligations, covenants, representations and warranties of the terms contained every kind, nature and description in the accordance with all instruments and documents executed by the Borrower in favor of Lender Standard Federal, whether now owing or existing or heretofore or hereafter created or arising, regardless of whether such obligations, covenants, representations or warranties are held to be unenforceable, void or of no effect against the Borrower and including without limitation, those under any loan agreement and/or promissory note executed and delivered by Borrower to Standard Federal, and any extensions, modifications or renewals thereof. The term "Indebtedness" shall mean all principal, interest, attorneys' fees, commitment fees, liabilities for costs and expenses and all other indebtedness, obligations and liabilities 2 under and in connection accordance with the Guaranteed Obligations. This Guaranty is a guaranty terms of payment all instruments and performance and is not merely a guaranty documents executed by Borrower in favor of collection. As used hereinStandard Federal, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, whether direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary contingent and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses now owing or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements existing or other documents of any kind or nature now heretofore or hereafter executed in connection with created or arising, and regardless of whether such indebtedness, obligations or liabilities are held to be unenforceable, void or of no effect against the Agreement with respect to any loan or letter of credit thereunder (including all renewalsBorrower, extensions, amendments, refinancings and other modifications thereof and all costs, expenses and fees, including reasonable attorneys’ fees and expenses incurred by the Lender ' fees, arising in connection with the collection or enforcement thereof). Without limiting the generality of the foregoingany or all amounts, the Guaranteed Obligations shall include any such indebtedness, obligations, obligations and liabilities of Borrower to Standard Federal, as described above, regardless of whether the Borrower is held to be liable for such amounts. Guarantor acknowledges and agrees that any indebtedness of the Borrower to Standard Federal as evidenced by any promissory note may be extended or renewed upon maturity at the Lender arising under sole discretion of Standard Federal and that the Agreement and any instrumentsIndebtedness as defined herein, agreements or other documents the payment of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including which is hereby guaranteed, shall include, without limitation, all renewals, extensions, amendments, refinancings indebtedness and other modifications thereof) which obligations as extended or renewed and as may be or hereafter become unenforceable or shall be an allowed or disallowed claim under evidenced by any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawrenewal promissory note.

Guaranty. The Subject to this Article Thirteen, if the Securities of any Series provide for a Guaranty, any such Guarantor hereby unconditionally and irrevocably guarantees to Lender each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest on the Securities will be promptly paid in full and prompt payment when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Securities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by required prepayment, upon acceleration, demand acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, and at all times thereafter, of 72 such Guarantor shall be obligated to pay the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligationssame immediately. This Guaranty Each Guarantor agrees that this is a guaranty guarantee of payment and performance and is not merely a guaranty guarantee of collection. As used hereinEach Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents absence of any kind action to enforce the same, any waiver or nature now or hereafter executed in connection with the Agreement consent by any Holder of Securities with respect to any loan provisions hereof or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents recovery of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or judgment against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code)Company, any successor statute action to enforce the same or any other liquidationcircumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, conservatorshippresentment, bankruptcydemand of payment, assignment filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guaranty shall not be discharged except by complete performance of the obligations contained in the Securities and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, each Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or a Guarantor, any amount paid by either to the Trustee or such Holder, this Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between such Guarantor, 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 Five hereof for the benefit purposes of creditorsthis Guaranty, moratoriumnotwithstanding any stay, rearrangement, receivership, insolvency, reorganization, injunction or similar debtor relief laws other prohibition preventing such acceleration in respect of the United States obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof, such obligations (whether or other applicable jurisdictions not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of this Guaranty. Each Guarantor shall have the right to seek contribution from time to time in effect and affecting any non-paying Guarantor so long as the exercise of such right does not impair the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include interest that accrues after the commencement by or against Holders under the Borrower of any proceeding under any Debtor Relief Laws. Anything contained herein to the contrary notwithstanding, the obligations of the Guarantor hereunder at any time shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawGuaranty.

Guaranty. The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and irrevocably guarantees to Lender the full performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations (as hereafter defined) and the punctual performance of all of the terms contained in the documents executed by the Borrower in favor of Lender in connection with the Guaranteed Obligations. This Guaranty is a guaranty of payment and performance and is not merely a guaranty of collection. As used herein, the term “Guaranteed Obligations” means any and all existing and future indebtedness, obligations, indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Lender, whether associated with any credit or other financial accommodation made to or for the benefit of the Borrower by the Lender or otherwise and whenever created, arising, evidenced or acquired, including, without limitation, all Indebtedness arising under that certain Loan and Security Agreement dated as of January 17, 1997 between the Borrower and the Lender (as amended from time to time, the “Loan Agreement”; capitalized terms used herein, but not otherwise defined herein, shall have the meanings given such terms in (or by reference in) the Loan Agreement) and all indebtedness and liabilities arising under the Agreement Subsidiary Loan Documents and any instruments, agreements or the other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, reasonable attorneys’ fees and expenses incurred by the Lender in connection with the collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and whether recovery upon such indebtedness and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or other documents of any kind or nature now or hereafter executed in connection with the Agreement with respect to any loan or letter of credit thereunder (including all renewals, extensions, amendments, refinancings and other modifications thereof) which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or the Borrower under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and shall include including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief LawsLaws (collectively, the “Guaranteed Obligations”). Anything contained herein The Lender’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the contrary notwithstanding, Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Guarantor hereunder at under this Guaranty, and the Guarantor hereby irrevocably waives any time shall be limited defenses it may now have or hereafter acquire in any way relating to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer any or conveyance under Section 548 all of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state lawforegoing.