Common use of Guaranty Clause in Contracts

Guaranty. The Company hereby guarantees to the Administrative Agent, each Issuing Lender and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the 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 Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.

Guaranty. The Company Guarantor hereby unconditionally and irrevocably guarantees to Lender the Administrative Agent, each Issuing Lender full and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agentwhen due, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory by required prepayment, by upon acceleration, as a mandatory cash collateralization demand or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any , and at all times thereafter, of the 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), hereafter defined) and the Company will promptly pay punctual performance of all of the same, without any demand or notice whatsoever, and that terms contained in the case documents executed by the Borrower in favor of any extension of time of payment or renewal of any 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 same will be promptly paid in full when due (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 at extended maturityfor principal, as a mandatory prepaymentinterest, by accelerationpremiums, as a mandatory cash collateralization 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 accordance connection with the terms 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 extension indebtedness, obligations, and liabilities of the Borrower to the Lender arising under the Agreement and any instruments, agreements or renewalother 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. Notwithstanding any provision Anything contained herein to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligationsnotwithstanding, the obligations of the Company under this Agreement and the other Loan Documents Guarantor hereunder at any time shall not exceed be limited to an aggregate amount equal to the largest amount that would not render such its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under applicable Debtor Relief LawsSection 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Company Guarantors hereby guarantees to jointly and severally unconditionally and irrevocably guarantee the Administrative Agent, each Issuing Lender full and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agentwhen due, each Issuing Lender and each of the Lenders in any formwhether at stated maturity, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders acceleration or otherwise, of, and the Lenders in connection with performance of, (a) the Loans Obligations, whether now or hereafter existing and Letters of Credit at any time outstanding during the term of this Agreementwhether for principal, plus interest, fees, reimbursement obligationsexpenses or otherwise, indemnity obligations (b) all Swap Obligations owed to any Lender or any Affiliate of a Lender (provided at the time of execution of the Swap Contract related to such Swap Obligations such Lender is a party to the Credit Agreement, herein called a “Guarantied Swap Contract”), (c) all Cash Management Obligations owed to any Lender or any Affiliate of a Lender (provided that during the effectiveness of a Cash Management Document related to such Cash Management Obligations such Lender is a party to the Credit Agreement), (d) any and all out-of-pocket expenses (including, without limitation, expenses and counsel fees and expenses of Administrative Agent and Lenders) incurred by any of Guaranteed 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 Borrower, any Guarantor or any other Loan Party voluntarily or involuntarily becomes subject to any Debtor Relief Laws (the items set forth in clauses (a), (b), (c), (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 amounts owed by the Foreign Borrowers to the Administrative AgentLoan Documents, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due any Guarantied Swap Contract or any Cash Management Document (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise), the Company will Guarantors hereby further jointly and severally agree to promptly pay the samesame to Administrative Agent for the benefit of Guaranteed Parties, without any other demand or notice whatsoever, and that in including without limitation, any notice having been given to any Guarantor of either the case acceptance by Guaranteed Parties of any extension of time of payment this Guaranty or renewal 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, the same will be promptly paid in full when due (whether at extended maturityto institute suit or exhaust any rights against any Loan Party, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewalto enforce any rights against any Collateral. Notwithstanding any provision to the contrary contained anything herein or in any other Loan Document, Guarantied Swap Contract of Cash Management Document to the Loan Documents contrary, in any action or proceeding involving any state corporate Law, or any state or federal bankruptcy, insolvency, reorganization or other Law affecting the other documents rights of creditors generally, if, as a result of applicable Law relating to the Guaranteed Obligationsfraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state Law (collectively, “Fraudulent Transfer Laws”), the obligations of the Company any Guarantor (other than Holdings) under this Agreement and 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 other Loan Documents shall not exceed extent that such Indebtedness would be 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 subordinated to the claims of other creditors as determined in such obligations subject to avoidance under applicable Debtor Relief Lawsaction or proceeding.

Guaranty. The Company hereby guarantees In consideration for extending credit to the Administrative Agent, each Issuing Lender and each Lender as hereinafter provided, as primary obligor and not as surety(“Customer”), the prompt 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 Indebtedness amounts due from Customer, including purchases, service charges, interest, collection fees, court costs and attorney fees. The 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 waives all exemptions of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each laws of the Lenders State of Maryland and/or any other state or territory of the United States, and authorizes any attorney of a court of record to appear for the Guarantor(s), in any formcourt 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 a collection fee equal to 25% of the balance due, in favor of 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 Creditor, 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 credit extended post-judgment actions, until all amounts owing, including all additional attorneys’ fees incurred, have been satisfied. This Guaranty is open, continuing, absolute and any other obligations owing by the Foreign Borrowers to the Issuing Lenders unconditional, and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) it shall continue in full when due (whether at stated maturityforce, notwithstanding any changes in the form of indebtedness, or any renewals or extensions, as a mandatory prepaymentmay be granted by Creditor in its sole discretion, by accelerationuntil revoked in writing, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereofvia certified mail. The Company hereby further agrees that if any of the 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 Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents Said revocation shall not exceed an aggregate amount equal discharge Guarantor(s) from any obligation or liability arising out of, or with respect to, any contract, invoice or order accepted by Creditor, prior to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsreceipt by Creditor of said revocation.

Guaranty. The Company (a) Each Subsidiary Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees to for the Administrative AgentGuaranteed Parties, each Issuing Lender and each Lender as hereinafter providedtheir respective successors, as primary obligor endorsees, transferees and not as suretyassigns, the full and prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory by required prepayment, by declaration, acceleration, as a mandatory cash collateralization demand or otherwise) strictly in accordance with of (a) all (and not merely a lesser or proportional part of) the terms thereof. The Company hereby further agrees that if any indebtedness, liabilities and other obligations of each Loan Party (now existing or hereafter arising pursuant to Section 2.18 of the 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 Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwiseCredit Agreement) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed ObligationsParties under or in connection with the Credit Agreement, the obligations of the Company under this Agreement Notes and the other Loan Documents shall not exceed an aggregate amount equal 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 largest amount 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 “indebtedness,” “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 whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest, expenses and fees that would not render accrue after the commencement by or against any Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations subject of each Borrower, and all other indebtedness, liabilities and obligations to avoidance be paid or performed by the Subsidiary 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 Debtor Relief Lawslaw (including if applicable, the New York Uniform Fraudulent Conveyance Act or other applicable state law and §§ 544 and 548 of the Bankruptcy Code) any limitations on the amount of any Subsidiary 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. The Company hereby guarantees In consideration of the benefit derived or to be derived by it therefrom, as to the Administrative AgentLease, each Issuing Lender Guarantor hereby unconditionally and each Lender as hereinafter providedirrevocably guarantees, as a primary obligor and not merely as a surety, the prompt prompt, faithful and complete payment and performance in full in cash of all Indebtedness monetary obligations of Tenant under the Foreign Borrowers hereunder Lease of any nature, including, without limitation, Rent, Additional Charges and all other sums payable by Tenant under the Lease (including, without limitation, during any Transition Period), all indemnification obligations, insurance obligations and all monetary obligations relating to the Administrative Agentrequirements to operate, each Issuing Lender and each of rebuild, restore or replace any facilities or improvements now or hereafter located on the Lenders in any form, including any and all credit extended and any other obligations owing Leased Property covered by the Foreign Borrowers Lease, including, without limitation, Tenant’s obligation to expend the Issuing Lenders and the Lenders Required Capital Expenditures in connection accordance with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder Lease (collectively, the “Guaranteed Obligations”), in each case including (a) amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code (as defined below) or similar laws and (b) any late charges and interest provided for under the Lease (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not a claim for such interest is allowed or allowable in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with such proceeding). In the terms thereof. The Company hereby further agrees that if event of the failure of Tenant to pay any of the Guaranteed Obligations are not paid in full when due (whether at stated maturityor within any applicable cure period under the Lease, Guarantor shall forthwith pay all Obligations and pay all costs of collection or enforcement and other damages that may result from the non-performance thereof by Tenant, in each case to the full extent provided under the Lease. As to the Obligations, Guarantor’s liability under this Guaranty is without limit except as provided in Section 12 hereof. Guarantor agrees that its guarantee provided herein constitutes a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time guarantee of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms and not of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawscollection.

Guaranty. (a) The Company Parent Guarantor hereby unconditionally and irrevocably: (i) guarantees to the Administrative Agent, each Issuing Lender and each Lender as hereinafter providedSecurity Trustee for the account of the Creditors, as a primary obligor and not merely as a surety, punctual payment and performance by the prompt payment Borrower and each other Credit Party of all Indebtedness their respective payment and performance obligations under the Transaction Documents; (ii) undertakes with the Security Trustee on behalf of the Foreign Borrowers hereunder to Creditors that whenever the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and Borrower or any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at Party does not pay any time outstanding during the term of this Agreementamount (whether for principal, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”expenses or otherwise) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise) strictly under or in accordance connection with any Transaction Document, the Parent Guarantor shall immediately on demand pay that amount as if it were the primary obligor; and (iii) agrees with the terms thereof. The Company hereby further agrees 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 Guaranteed Obligations 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 not paid in full when due (whether at stated maturityof collection and the Parent Guarantor expressly agrees that it shall not be necessary or required that any 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 mandatory prepaymentcondition to the obligations of the Parent Guarantor hereunder. This Guaranty is a primary obligation of the Parent Guarantor and shall be an absolute, unconditional, present, and continuing obligation and shall not be subject to any counterclaim, setoff, deduction, diminution, abatement, recoupment, suspension, deferment, reduction, or defense based on any claim the Parent Guarantor or any other person may have against the Borrower, any of the Credit Parties or any other person, and shall not be released, discharged or affected by accelerationany circumstance whatsoever, as a mandatory cash collateralization including without limitation: (a) the unenforceability, invalidity, irregularity or otherwise)lack of genuineness of the Credit Agreement, the Company will promptly pay Note, any other Transaction Document or any of the sameobligations under the Credit Agreement, without the Note and the other Transaction Documents; (b) any demand amendment, modification, termination, or notice whatsoeverremoval of, and that or addition or supplement to, the Credit Agreement, the Note or any other Transaction Document, or any change in the case of any extension of time time, manner, or place of payment or renewal 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, insolvency, reorganization, liquidation, arrangement, adjustment of debt, relief of debtors, dissolution, or similar proceeding with respect to the Borrower, any of the Credit Parties, or any other 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 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 the ownership of any membership interests or 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 right or in fact) or any agency thereof affecting any term of any Obligation or any rights of any of the Guaranteed ObligationsCreditors with respect thereto, the same will be promptly paid in full when due (whether at extended maturityincluding, as a mandatory prepaymentwithout limitation, by accelerationany law, as a mandatory cash collateralization regulation or otherwise) in accordance with order purporting to vary the terms of such extension payment or renewal. Notwithstanding any provision to restrict the right or power of the Borrower or of the Parent Guarantor to make payment of its Obligations to the contrary contained herein Creditors; or in (j) any other of circumstances whatsoever which might otherwise constitute a defense available to, or a discharge of, the Loan Documents Borrower or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief LawsParent Guarantor.

Guaranty. The Company (a) Each Guarantor hereby severally absolutely, unconditionally and irrevocably guarantees to for the Administrative AgentGuaranteed Parties, each Issuing Lender and each Lender as hereinafter providedtheir respective successors, as primary obligor endorsees, transferees and not as suretyassigns, the full and prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory by required prepayment, by declaration, acceleration, as a mandatory cash collateralization demand or otherwise) strictly in accordance with of all (and not merely a lesser or proportional part of) the terms thereof. The Company hereby further agrees that if any indebtedness, liabilities and other obligations of the Guaranteed Obligations are not paid in full when due Borrower (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization now existing or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwisehereafter arising) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed ObligationsParties under or in connection with the Term Loan Agreement, the obligations of the Company under this Agreement Term Notes and the other Loan Documents shall not exceed an aggregate amount equal 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 largest amount Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that would not render accrues after the commencement by or against the Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations subject of the Borrower, and all other indebtedness, liabilities and obligations to avoidance be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.” (b) To the extent that any court of competent jurisdiction shall impose by final judgment under applicable Debtor Relief Lawslaw (including if applicable, the New York Uniform Fraudulent Conveyance Act or other applicable state law and §§ 544 and 548 of the Bankruptcy Code) any limitations on the amount of any Guarantor’s liability with respect to the 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 Company Guarantor hereby guarantees to the Administrative Agentabsolutely, each Issuing Lender unconditionally and each Lender as hereinafter providedirrevocably guarantees, as a primary obligor and not merely as a surety, the prompt full and punctual payment when due and performance, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Indebtedness Obligations of each other Loan Party now or hereafter existing under or in respect of the Foreign Borrowers hereunder to Loan Documents, any Letter of Credit, any Secured Cash Management Agreement or any Secured Hedge Agreement (the Administrative AgentLoan Documents, each Issuing Lender Letters of Credit, Secured Cash Management Agreements and each Secured Hedge Agreements, collectively, the “Secured Documents”) (including, without limitation, any extensions, increases, modifications, substitutions, amendments or renewals of any or all of the Lenders in any formforegoing Obligations), including any whether direct or indirect, absolute or contingent, and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreementwhether for principal, plus interest, premiums, fees, reimbursement obligationsindemnities, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agentcontract causes of action, the Issuing Lenders and the Lenders hereunder costs, expenses or otherwise (collectively, such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in full when due (whether at stated maturityenforcing any rights under this Guaranty or any other Secured Document, as a mandatory prepaymentto the extent reimbursable under Section 10.04 of the Credit Agreement. Without limiting the generality of the foregoing, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees Guarantor’s liability shall extend to all amounts that if any constitute part of the Guaranteed Obligations 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 paid in full when allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, b) The Guarantor hereby unconditionally and irrevocably agrees that in the case of event any extension of time of payment shall be required to be made to any Secured Party under this Guaranty or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization Subsidiary Guaranty or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating guaranty pertaining to the Guaranteed Obligations, the obligations Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief LawsSecured Documents.

Guaranty. The Company Subsidiary Guarantor hereby guarantees to the Administrative Agent, each Issuing Lender Agents and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder Company under the Credit Agreement to the Administrative Agent, each Issuing Lender Agents and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers Company to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers Company to the Administrative Agent, the Issuing Lenders Agents and the Lenders hereunder (collectively, the “Company Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company 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 Company Subsidiary Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein 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 Company Subsidiary Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.

Guaranty. The Company Each Subsidiary Guarantor hereby guarantees (i) ratifies, restates and confirms its Guarantee in favor of the Lender Parties made pursuant to the Administrative Agent, each Issuing Lender “Subsidiary Guaranty” (as defined in the Existing Credit Agreement) and each Lender as hereinafter provided(ii) absolutely and unconditionally guarantees, as primary obligor a guaranty of payment and performance and not merely as suretya guaranty of collection, the prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by of the Foreign Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Issuing Lenders Lender Parties, and whether arising hereunder or under any other Loan Document (including all renewals, extensions, amendments and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lenders Lender Parties in connection with the Loans collection or enforcement thereof) and Letters whether recovery upon such Obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Subsidiary Guarantor or any Borrower under any Debtor Relief Laws, and including interest that accrues after the commencement by or against any Borrower of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Borrower Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof). The Company hereby further agrees that if any Administrative Agent’s books and records showing the amount of the Guaranteed Borrower Obligations are not paid shall be admissible in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization evidence in any action or otherwise), the Company will promptly pay the same, without any demand or notice whatsoeverproceeding, and that in shall be binding upon each Subsidiary Guarantor, and conclusive for the case purpose of any extension of time of payment or renewal of any 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 same will be promptly paid in full when due (whether at extended maturityexistence, as a mandatory prepaymentvalidity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by acceleration, as a mandatory cash collateralization any fact or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents circumstance relating to the Guaranteed ObligationsBorrower 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 Company under this Agreement and the other Loan Documents each Subsidiary Guarantor hereunder at any time shall not exceed be limited to an aggregate amount equal to the largest amount that would not render such its obligations under this Subsidiary Guaranty subject to avoidance as a fraudulent transfer or conveyance under applicable Debtor Relief LawsSection 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state Law.

Guaranty. The Company hereby guarantees undersigned, for value received, unconditionally and absolutely guarantee(s) to Comerica Bank - California ("Bank") a California banking corporation, and to the Administrative AgentBank's successors and assigns, each Issuing Lender and each Lender as hereinafter providedpayment when due, as primary obligor and not as suretywhether by stated maturity, the prompt payment demand, acceleration or otherwise, of all Indebtedness of the Foreign Borrowers hereunder existing and future indebtedness to the Administrative Agent, each Issuing Lender and each Bank of the Lenders D▇▇▇▇▇▇ ▇. ▇▇▇▇ ("Borrower") or any successor in any forminterest, including without limit any debtor-in-possession or trustee in bankruptcy which succeeds to the interest of this party or person (jointly and severally the "Borrower"), however this indebtedness has been or may be incurred or evidenced, whether absolute or contingent direct or indirect, voluntary or involuntary, liquidated or unliquidated, joint or several, and whether or not known to the undersigned at the time of this Guaranty or at the time any future indebtedness is incurred (the "Indebtedness"). The indebtedness guaranteed includes without limit: (a) any and all credit extended direct indebtedness of the Borrower to the Bank, including indebtedness evidenced by any and all promissory notes; (b) any and all obligations or liabilities of the Borrower to the Bank arising under any guaranty where the Borrower has guaranteed the payment of indebtedness owing to the Bank from a third party; (c) any and all obligations or liabilities of the Borrower to the Bank arising from applications or agreements for the issuance of letters of credit; (d) any and all obligations or liabilities of the Borrower to the Bank arising out of any other obligations owing agreement by the Foreign Borrowers Borrower including without limit any agreement to indemnify the Bank for environmental liability or to clean up hazardous waste; (e) any and all indebtedness, obligations or liabilities for which the Borrower would otherwise be liable to the Issuing Lenders Bank were it not for the invalidity, irregularity or unenforceability of them by reason of any bankruptcy, insolvency or other law or order of any kind, or for any other reason, including without limit liability for interest and attorneys' fees on, or in connection with, any of the indebtedness from and after the filing by or against the Borrower of a bankruptcy petition whether an involuntary or voluntary bankruptcy case, including, without limitation, all attorneys' fees and costs incurred in connection with motions for relief from stay, cash collateral motions, nondischargeability motions, preference liability motions, fraudulent conveyance liability motions, fraudulent transfer liability motions and all other motions brought by Borrower, Guarantor, Bank or third parties in any way relating to Bank's rights with respect to such Borrower, Guarantor, or third party and/or affecting any collateral securing any obligation owed to Bank by Borrower, Guarantor, or any third party, probate proceedings, on appeal or otherwise; (f) any and all amendments, modifications, renewals and/or extensions of any of the above, including without limit amendments, modifications, renewals and/or extensions which are evidenced by new or additional instruments, documents or agreements; and (g) all costs of collecting indebtedness, including without limit reasonable attorneys' fees and costs. The undersigned value(s) notice of acceptance of this Guaranty and presentment, demand, protest, notice of protest, dishonor, notice of dishonor, notice of default, notice of intent to accelerate or demand payment of any indebtedness, and diligence in collecting any indebtedness, and agree(s) that the Bank may modify the terms of any indebtedness, compromise, extend, increase, accelerate, renew or forbear to enforce payment of any or all indebtedness, or permit the Borrower to incur additional indebtedness, all without notice to the undersigned and without affecting in any manner the unconditional obligation of the undersigned under this Guaranty. The undersigned further waive(s) any and all other notices to which the undersigned might otherwise be entitled. The undersigned acknowledge(s) and agree(s) that the liabilities created by this Guaranty are direct and are not conditioned upon pursuit by the Bank of any remedy the Bank may have against the Borrower or any other person or any security. No invalidity, irregularity or unenforceability of any part or all of the indebtedness or any documents evidencing the same, by reason of any bankruptcy, insolvency or other law or order of any kind or for any other reason, and no defense or setoff available at any time to the Borrower, shall impair, affect or be a defense or setoff to the obligations of the undersigned under this Guaranty. The undersigned deliver(s) this Guaranty based solely on the undersigned's independent investigation of the financial condition of the Borrower and is (are) not relying on any information furnished by the Bank. The undersigned assume(s) full responsibility for obtaining any further information concerning the Borrower's financial condition, the status of the indebtedness or any other matter which the undersigned may deem necessary or appropriate from time to time. The undersigned waive(s) any duty on the part of the Bank, and agree(s) that it is not relying upon nor expecting the Bank to disclose to the undersigned any fact now or later known by the Bank whether relating to the operations or condition of the Borrower, the existence, liabilities or financial condition of any co-guarantor of the indebtedness, the occurrence of any default with respect to the indebtedness, or otherwise, notwithstanding any effect these facts may have upon the undersigned's risk. Under this Guaranty or the undersigned's rights against the Borrower. The Undersigned knowingly accept(s) the full range of risk encompassed in this Guaranty, which risk includes without limit the possibility that the Borrower may incur indebtedness to the Bank after the financial condition of the Borrower, or its ability to pay its debts as they mature, has deteriorated. The undersigned represent(s) and warrant(s) that: (a) the Bank has made no representation to the undersigned as to the creditworthiness of the Borrower; and (b) the undersigned has (have) established adequate means of obtaining from the Borrower on a continuing basis financial and other information pertaining to the Borrower's financial condition. The undersigned agree(s) to keep adequately informed of any facts, events or circumstances which might in any way effect the risks of the undersigned under this Guaranty. The undersigned grant(s) to the Bank a security interest in and the Lenders right of setoff as to any and all property of the undersigned now or later in the possession of the Bank. The undersigned subordinate(s) any claim of any nature that the undersigned now or later has (have) against the Borrower to and in favor of all indebtedness and agree(s) not to accept payment or satisfaction of any claim that the undersigned now or later may have against the Borrower without the prior written consent of the Bank. Should any payment, distribution, security, or proceeds, be received by the undersigned upon or with respect to any claim that the undersigned now or may later have against the Borrower, the undersigned shall immediately deliver the same to the Bank in the form received (except for endorsement or assignment by the undersigned where required by the Bank) for application on the indebtedness, whether matured or unmatured, and until delivered the same shall be held in trust by the undersigned as the property of the Bank. The undersigned further assign(s) to the Bank as collateral for the obligations of the undersigned under this Guaranty all claims of any nature that the undersigned now or later has (have) against the Borrower (other than any claim under a deed of trust or mortgage covering real property) with full right on the part of the Bank, in its own name or in the name of the undersigned, to collect and enforce these claims. The undersigned agree(s) that no security now or later held by the Bank for the payment of any indebtedness, whether from the Borrower, any guarantor, or otherwise, and whether in the nature of a security interest, pledge, lien, assignment, setoff, suretyship, guaranty, indemnity, insurance or otherwise, shall affect in any manner the unconditional obligation of the undersigned under this Guaranty, and the Bank, in its sole discretion, without notice to the undersigned, may release, exchange, enforce and otherwise deal with any security without affecting in any manner the unconditional obligation of the undersigned under this Guaranty. The undersigned acknowledges(s) and agree(s) that the Bank has no obligation to acquire or perfect any lien on or security interest in any asset(s), whether realty or personally, to secure payment of the indebtedness, and the undersigned is (are) not relying upon any asset(s) in which the Bank has or may have a lien or security interest for payment of the indebtedness. The undersigned acknowledge(s) that the effectiveness of this Guaranty is not conditioned on any or all of the indebtedness being guaranteed by anyone else. Until the indebtedness is irrevocably paid in full, the undersigned waive(s) any and all rights to be subrogated to the position of the Bank or to have the benefit of any lien, security interest or other guaranty now or later held by the Bank for the indebtedness or to enforce any remedy which the Bank now or later has against the Borrower or any other person. Until the indebtedness is irrevocably paid in full, the undersigned shall have no right of reimbursement, indemnity, contribution or other right of recourse to or with respect to the Borrower or any other person. The undersigned agree(s) to indemnify and hold harmless the Bank from and against any and all claims, actions, damages, costs and expenses, including without limit reasonable attorneys' fees, incurred by the Bank in connection with the Loans undersigned's exercise of any right at subrogation, contribution, indemnification or recourse with respect to this Guaranty. The Bank has no duty to enforce or protect any rights which the undersigned may have against the Borrower or any other person and Letters the undersigned assume(s) full responsibility for enforcing and protecting these rights. Notwithstanding any provision of Credit at any time outstanding during the term of preceding paragraph or anything else in this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers Guaranty to the Administrative Agentcontrary, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Guaranteed Obligations are not paid undersigned is or becomes an "insider" or "affiliate" (as defined in full when due (whether at stated maturitySection 101 of the Federal Bankruptcy Code, as it may be amended) with respect to the Borrower, then that undersigned irrevocably and absolutely waives any and all rights of subrogation, contribution, indemnification, recourse, reimbursement and any similar rights against the Borrower (or any other guarantor) with respect to this Guaranty, whether such rights arise under an express or implied contract or by operation of law. It is the intention of the parties that the undersigned shall not be (or be deemed to be) a mandatory prepayment, by acceleration"creditor" (as defined in Section 101 of the Federal Bankruptcy Code, as a mandatory cash collateralization it may be amended) of the Borrower (or otherwise), any other guarantor) by reason of the Company will promptly pay the same, without any demand or notice whatsoever, and that existence of this Guaranty in the case event that the Borrower becomes a debtor in any proceeding under the Federal Bankruptcy Code. This waiver is given to induce the Bank to enter into certain written contracts with the Borrower included in the Indebtedness. The undersigned warrant(s) and agree(s) that none of any extension of time of payment Bank's rights, remedies or renewal interests shall be directly or indirectly impaired because of any of the Guaranteed Obligationsundersigned's status as an "insider" or "affiliate" of the Borrower, and undersigned shall take any action, and shall execute any document, which the Bank may request in order to effectuate this warranty to the Bank. If any Indebtedness is guaranteed by two or more guarantors, the same will obligation of the undersigned shall be promptly paid several and also joint, each with all and also each with any one or more of the others, and may be enforced at the option of the Bank against each severally, any two or more jointly, or some severally and some jointly. The Bank, in full when due its sole discretion, may release any one or more of the guarantors for any consideration which it deems adequate, and may fail or elect not to prove a claim against the estate of any bankrupt, insolvent, incompetent or deceased guarantor; and after that, without notice to any other guarantor, the Bank may extend or renew any or all Indebtedness and may permit the Borrower to incur additional Indebtedness, without affecting in any manner the unconditional obligation of the remaining guarantor(s). This action by the Bank shall not, however, be deemed to affect any right to contribution which may exist among the guarantors. Any of the undersigned may terminate their obligation under this Guaranty as to future Indebtedness (except as provided below) by (and only by) delivering written notice of termination to an officer of the Bank and receiving from an officer of the Bank written acknowledgment of delivery; provided, the termination shall not be effective until the opening of business on the fifth (5th) day following written acknowledgment of delivery. Any termination shall not affect in any way the unconditional obligations of the remaining guarantor(s), whether or not the termination is known to the remaining guarantor(s). Any termination shall not affect in any way the unconditional obligations of the terminating guarantor(s) as to any Indebtedness existing at the effective date of termination or any Indebtedness created after that pursuant to any commitment or agreement of the Bank or any Borrower loan with the Bank existing at the effective date of termination (whether at extended maturityadvances or readvances by the Bank are optional or obligatory), or any modifications, extensions or renewals of any of this Indebtedness, whether in whole or in part, and as to all of this Indebtedness and modifications, extensions or renewals of it, this Guaranty shall continue effective until the same shall have been fully paid. The Bank has no duty to give notice of termination by any guarantor(s) to any remaining guarantor(s). The undersigned shall indemnify the Bank against all claims, damages, costs and expenses, including without limit reasonable attorneys' fees and costs, incurred by the Bank in connection with any suit, claim or action against the Bank arising out of any modification or termination of a mandatory prepayment, Borrower loan or any refusal by acceleration, as a mandatory cash collateralization or otherwise) the Bank to extend additional credit in accordance connection with the terms termination of such extension or renewalthis Guaranty. Notwithstanding any provision to prior revocation, termination, surrender or discharge of this Guaranty (or of any lien, pledge or security interest securing this Guaranty) in whole or part, the contrary contained herein effectiveness of this Guaranty, and of all liens, pledges and security interests securing this Guaranty, shall automatically continue or be reinstated, as the case may be, in the event that (a) any other payment received or credit given by the Bank in respect of the Loan Documents Indebtedness is returned, disgorged or rescinded as a preference, impermissible setoff, fraudulent conveyance, diversion of trust funds, or otherwise under any applicable state or federal law, including, without limitation, laws pertaining to bankruptcy or insolvency, in which case this Guaranty, and all liens, pledges and security interests securing this Guaranty, shall be enforceable against the other documents undersigned as if the returned, disgorged or rescinded payment or credit had not been received or given by the Bank, and whether or not the Bank relied upon this payment or credit or changed its position as a consequence of it; or (b) any liability is imposed, or sought to be imposed, against the Bank relating to the Guaranteed Obligationsenvironmental condition of, or the obligations presence of hazardous or toxic substances on, in or about, any property given as collateral to the Bank by the Borrower, whether this condition is known or unknown, now exists or subsequently arises (excluding only conditions which arise after any acquisition by the Bank of any such property, by foreclosure, in lieu of foreclosure or otherwise, to the extent due to the wrongful act or omission of the Company under Bank), in which case this Agreement Guaranty, and all liens, pledges and maturity interests securing this Guaranty, shall be enforceable against the other Loan Documents shall not exceed an aggregate amount equal undersigned to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.extent of all liability, costs and expenses (including without limit reasonable attorneys' fees and costs) incurred by the Bank as th

Guaranty. The Company hereby guarantees In order to induce the Administrative AgentAgent and the Lenders to enter into this Agreement and to extend credit hereunder, each Issuing Lender and each Lender to induce the other Guaranteed Creditors to enter into Interest Rate Protection Agreements and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, and the entering into of such Interest Rate Protection Agreements, Holdings hereby agrees with the Guaranteed Creditors as hereinafter provided, follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all Indebtedness of the Foreign Borrowers hereunder Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative AgentAgent and/or the other Guaranteed Creditors, each Issuing Lender and each of the Lenders in any formor order, including on demand, together with any and all credit extended and any other obligations owing expenses which may be incurred by the Foreign Borrowers to the Issuing Lenders Administrative Agent and the Lenders other Guaranteed Creditors in connection with collecting any of the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) . If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization payment or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if on account of any of the 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 Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligationsaforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same will be promptly paid in full when due (whether at extended maturity, extent as a mandatory prepayment, if such amount had never originally been received by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of any such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawspayee.

Guaranty. The Company (i) Each US Subsidiary Guarantor hereby unconditionally and irrevocably guarantees to the Administrative AgentGuaranteed Parties, each Issuing Lender and each Lender as hereinafter providedtheir respective successors, as primary obligor endorsees, transferees and not as suretyassigns, the full and prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory by required prepayment, by declaration, acceleration, as a mandatory cash collateralization demand or otherwise) strictly and performance of the indebtedness, liabilities and other obligations of the US Borrowers to the Guaranteed Parties under or in accordance connection with the terms thereof. The Company hereby further agrees that if any 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 Obligations are not paid Parties thereunder or in connection therewith (collectively, the “US Guaranteed Obligations”) 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, as a mandatory by required prepayment, by declaration, acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other and performance of the Loan Documents or indebtedness, liabilities and other obligations of the other documents relating European Borrower to the Guaranteed ObligationsParties under or in connection with the Credit Agreement, the obligations of the Company under this Agreement Notes and the other Loan Documents shall not exceed an aggregate amount equal 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 largest amount that would Guaranteed Parties thereunder or in connection therewith (collectively, the “European Guaranteed Obligations”). The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not render due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations subject to avoidance may be or hereafter become unenforceable or shall be an allowed or disallowed claim under applicable any Debtor Relief LawsLaw, and including interest that accrues after the commencement by or against the Borrowers or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrowers, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 15), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. The Company hereby guarantees (a) To induce the Lenders to make the Administrative AgentLoans and the Issuers to issue Letters of Credit, each Issuing Lender Guarantor hereby absolutely, unconditionally and each Lender as hereinafter providedirrevocably guarantees, jointly with the other Guarantors and severally, as primary obligor and not merely as surety, the prompt full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all Indebtedness 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 Foreign Borrowers hereunder Borrower or any other Loan Party, whether now or hereafter existing, and whether 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, or any GUARANTY KNOLOGY, INC. applicable provisions of comparable state or foreign law, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and not of collection. (b) Each Guarantor further agrees that, if (i) any payment made by Borrower or any other Person and applied to the Administrative AgentGuarantied Obligations is at any time annulled, each Issuing Lender and each 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 Lenders in Borrower, its estate, trustee, receiver or any formother party, including any and all credit extended Guarantor, under any bankruptcy law, equitable cause or any other Requirement of Law, then, to the extent of such payment or repayment, any such Guarantor’s liability hereunder (and any Lien or other obligations owing by the Foreign Borrowers to the Issuing Lenders Collateral securing such liability) shall be and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) remain in full when due (whether at stated maturityforce and effect, as a mandatory prepaymentfully as if such payment had never been made. If, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if prior to any of the Guaranteed Obligations are not paid foregoing, this Guaranty shall have been cancelled or surrendered (and if any Lien or other Collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Guaranty (and such Lien or other Collateral) shall be reinstated in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoeverforce and effect, and that in the case of any extension of time of payment such prior cancellation or renewal of any of the Guaranteed Obligationssurrender shall not diminish, the same will be promptly paid in full when due (whether at extended maturityrelease, as a mandatory prepaymentdischarge, by acceleration, as a mandatory cash collateralization impair or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, otherwise affect the obligations of any such Guarantor in respect of the Company under this Agreement and the amount of such payment (or any Lien or other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render Collateral securing such obligations subject to avoidance under applicable Debtor Relief Lawsobligation).

Guaranty. The Company Parent hereby guarantees to the Administrative Agent, each Issuing Lender absolutely and each Lender as hereinafter providedunconditionally guarantees, as primary obligor a guaranty of payment and performance and not merely as suretya guaranty of collection, the prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of all Indebtedness of Obligations, 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, under the Foreign Borrowers hereunder to the Administrative AgentCredit Documents (including all renewals, each Issuing Lender extensions, amendments, refinancings and each of the Lenders in any form, including any other modifications thereof and all credit extended costs, attorneys’ fees and any other obligations owing expenses incurred by the Foreign Borrowers to the Issuing Lenders and the Lenders Lender Parties in connection with the Loans collection or enforcement thereof), and Letters 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 Parent or any Credit Party under Debtor Relief Laws, and including interest that accrues after the commencement by or against any Credit Party of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with ). Any Lender Party’s books and records showing the terms thereof. The Company hereby further agrees that if any amount of the Guaranteed Obligations are not paid shall be admissible in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization evidence in any action or otherwise), the Company will promptly pay the same, without any demand or notice whatsoeverproceeding, and that in shall be binding upon the case Parent and conclusive for the purpose of any extension of time of payment or renewal of any establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, the same will be promptly paid in full when due (whether at extended maturityvalidity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization regularity or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other enforceability of the Loan Documents Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the other documents existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed ObligationsObligations 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 Company under this Agreement and the other Loan Documents Parent hereunder at any time shall not exceed be limited to an aggregate amount equal to the largest amount that would not render such 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 Debtor Relief Lawsforeign law. Notwithstanding the foregoing, the Guaranteed Obligations shall not include any Excluded Swap Obligations.

Guaranty. The Company 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 Administrative Agent, each Issuing Lender full and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness when due of the Foreign Borrowers hereunder to the Administrative Agentprincipal of, each Issuing Lender all interest on, and each all fees in respect of, all of the Lenders in any form, including Loans and Letter of Credit Obligations and (ii) the full and prompt payment and performance of any and all credit extended 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 owing by described in the Foreign Borrowers to the Issuing Lenders foregoing clauses (i) and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term (ii) of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers Section 1.1 which are outstanding from time to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, time are collectively referred to as the “Guaranteed Obligations”) in ). Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Lender the full and prompt payment and performance of the Guaranteed Obligations when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturitydue, as a mandatory prepaymentincluding, without limitation, on the occurrence of an Event of Default, by acceleration, as a mandatory cash collateralization reason of the maturity or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal acceleration of any of the Guaranteed Obligations, on the same will be promptly paid in full when due (whether at extended maturity, as occurrence of a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with default under the terms of such extension this Guaranty, or renewalotherwise, and at any times after the date when due. Notwithstanding any provision anything to the contrary contained herein in this Guaranty or any other Loan Document to which any Guarantor is a party: (a) the definition of “Guaranteed Obligations” 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 other of the Loan Documents or the other documents relating Document, to the Guaranteed Obligationsfullest extent permitted by law, the obligations Guarantor hereby waives any and all rights to require marshalling of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsassets by Lender.

Guaranty. The Company hereby guarantees (a) In order to induce the Lenders to extend credit to the Administrative AgentBorrower, each Issuing Lender Guarantor hereby absolutely and each Lender as hereinafter providedunconditionally guarantees, as primary obligor a guaranty of payment and performance and not merely as suretya guaranty of collection, the prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended existing and any other obligations owing by future Obligations of the Foreign Borrowers Borrower to the Issuing Lenders Beneficiaries, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and the Lenders however arising under or in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interestthis Guaranty, feesthe other Loan Documents (including those arising under successive borrowing transactions under the Credit Agreement and all renewals, reimbursement obligationsextensions and modifications thereof and all costs, indemnity obligations attorneys’ fees and other amounts owed expenses incurred by the Foreign Borrowers Beneficiaries in connection with the collection or enforcement thereof payable in accordance with, and to the Administrative Agentextent provided in Section 10.04 of the Credit Agreement) and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor or the Borrower under any Debtor Relief Law, and including interest that accrues after the Issuing Lenders and commencement by or against the Lenders hereunder Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed 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 full when due (whether at stated maturityno way limit, as a mandatory prepaymentaffect, by acceleration, as a mandatory cash collateralization modify or otherwise) strictly in accordance with abridge any Guarantor’s liability for any portion of the terms thereofGuarantied Obligations that has not been paid. The Company hereby further agrees that if any books and records of each Beneficiary showing the amount of the Guaranteed Guarantied Obligations are not paid shall be admissible in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization evidence in any action or otherwise), the Company will promptly pay the same, without any demand or notice whatsoeverproceeding, and that in shall be binding upon the case 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 extension collateral therefor, or by any fact or circumstance relating to the Guarantied Obligations which might otherwise constitute a defense to the obligations of time of payment each Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or renewal of hereafter acquire in any way relating to any or all of the Guaranteed Obligations, the same will be promptly paid foregoing. (b) Anything contained in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision this Guaranty to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligationsnotwithstanding, the obligations of the Company each Guarantor under this Agreement Guaranty and the other Loan Documents shall not exceed an be limited to a maximum aggregate amount equal to the largest amount that would not render such its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable Debtor Relief 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 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 contribution 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 Company hereby Each of the Guarantors unconditionally and irrevocably, jointly and severally, guarantees to the Administrative Agent, each Issuing Lender and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders Lender, any Bank Product Provider and the Lenders hereunder Lenders, and their respective successors, endorsers, transferees and assigns (collectively, the “Guaranteed ObligationsPersons”) in ), the full and prompt payment when due (whether at stated maturity, as a mandatory by required prepayment, by declaration, acceleration, as a mandatory cash collateralization demand or otherwise) strictly and performance of all indebtedness, liabilities and other obligations (including the Obligations) of any Borrower to any Guaranteed Person, whether arising out of or in accordance connection with this Agreement, any other Loan Document or otherwise, including all unpaid principal of the terms thereofLoans, 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 Person thereunder or in connection therewith. The Company hereby further agrees that if terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any of the Guaranteed Obligations are and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not paid in full when due (whether at stated maturitydue, as a mandatory prepaymentabsolute or contingent, by accelerationliquidated or unliquidated, as a mandatory cash collateralization determined or otherwise), the Company will promptly pay the same, without any demand or notice whatsoeverundetermined, and that in whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under the case Bankruptcy Code or other applicable law. The foregoing indebtedness, liabilities and other obligations (including the Obligations) of any extension of time of payment or renewal of any of Borrowers shall hereinafter be collectively referred to as the “Guaranteed Obligations”; provided, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision that anything to the contrary contained herein or in the foregoing notwithstanding, the Guaranteed Obligations of any other of the Loan Documents or the other documents relating to the 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, the obligations of the Company under this Agreement and the other Loan Documents shall whether or not exceed an aggregate amount equal to the largest amount that would not render a claim is allowed against any Borrower for such obligations subject to avoidance under applicable Debtor Relief Lawsinterest in any such Insolvency Proceeding.

Guaranty. The Company Guarantor hereby unconditionally and irrevocably guarantees to the Administrative AgentGuaranteed Parties, each Issuing Lender and each Lender as hereinafter providedtheir respective successors, as primary obligor endorsees, transferees and not as suretyassigns, the full and prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory by required prepayment, by declaration, acceleration, as a mandatory cash collateralization demand or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any and performance of the Guaranteed Obligations are not paid in full when due (whether at stated maturityindebtedness, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, liabilities and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company to the Guaranteed Parties under this Agreement or in connection with the Credit Agreement, the Notes and the other Loan Documents shall not exceed an aggregate amount equal 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 largest amount that would Guaranteed Parties thereunder or in connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not render due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations subject to avoidance may be or hereafter become unenforceable or shall be an allowed or disallowed claim under applicable any Debtor Relief LawsLaw, and including interest that accrues after the commencement by or against the Company or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Company, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor in connection with this Guaranty (including any and all amounts due under Section 10.04 of the Credit Agreement), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. The Company Guarantor unconditionally, absolutely and irrevocably guarantees the punctual and complete payment and/or performance and/or completion when due of all obligations of the Tenant pursuant to the Operator Lease, including but not limited to the payment when due of all Monetary Obligations, including, without limitation, Rental, taxes, insurance premiums, impounds, reimbursements, late charges, default interest, damages, indemnity obligations and all other amounts, costs, fees, expenses and charges of any kind or type whatsoever, which may or at any time be due to Landlord under or pursuant to the documents listed on Schedule I attached hereto (collectively, the “Documents”) and the completion of all construction and alterations now being performed or to be performed and completed in the future in accordance with the Operator Lease. Guarantor also unconditionally guarantees the satisfaction of all conditions by Tenant and the full and timely performance of all obligations to be performed by Tenant, under or pursuant to the Documents. [FOR TRANSACTIONS INVOLVING CONSTRUCTION: In addition, Guarantor hereby unconditionally guarantees to and for the Administrative Agentbenefit of Landlord the full, each Issuing Lender prompt and each Lender complete performance by Tenant of all the terms and provisions of the Construction and Disbursement Agreement dated as hereinafter providedof the date of this Guaranty (the “Disbursement Agreement”) pertaining to Tenant’s obligations with respect to the design, as primary obligor permitting, installation, construction and not as suretycompletion of the construction of the Improvements. Without limiting the generality of the foregoing, Guarantor guarantees that, subject to the terms and conditions of the Disbursement Agreement: (a) the Improvements will be constructed, installed and completed in accordance with the Development Documents, the prompt payment 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 all Indebtedness any liens on account of the Foreign Borrowers hereunder to the Administrative Agentconstruction, each Issuing Lender and each installation and/or completion of the Lenders in any formImprovements; and (c) all costs of constructing the Improvements, including any and all credit extended 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 liens, other obligations owing 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 Foreign Borrowers Development Documents and the Disbursement Agreement, (ii) construction of such Improvements should cease or be abandoned prior to the Issuing Lenders completion of the Improvements for such period of time that constitutes an Event of Default under the Disbursement Agreement, Operator Lease or Master Sale-Leaseback Agreement, or (iii) any Event of Default under the Transaction should otherwise exist, then Guarantor will, promptly upon written demand of Landlord either: (A) to the extent such Event of Default is a Property Event of Default (as defined in the Master Sale-Leaseback Agreement), cause Tenant to repurchase the Property pursuant to Section 9.2 of the Master Sale-Leaseback Agreement or, if Tenant is unable to repurchase the Property for any reason, Guarantor shall repurchase the Property from Landlord under the same terms and condition set forth in Section 9.2 of the Lenders Master Sale-Leaseback Agreement, or (B) diligently proceed to commence the completion of the Improvements and to cause the completion of the Improvements to occur; (C) fully pay and discharge all claims for labor performed and material and services furnished in connection with the Loans design, supply, construction or installation of the Improvements that are then due and Letters payable; and (D) release and discharge or bond all claims of Credit at any time outstanding during construction liens and equitable liens that may arise in connection with the term design, supply, construction or installation of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers Improvements. Landlord agrees to give Guarantor access to the Administrative Agent, Property as and to the Issuing Lenders and extent necessary to complete the Lenders hereunder (collectively, Improvements or to exercise any other right set forth in this Guaranty.] The matters which are guaranteed pursuant to this paragraph 1 are hereinafter collectively referred to as the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any obligations of the Guaranteed Obligations Guarantor under this Guaranty are not paid in full when due (whether at stated maturityprimary, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, joint and that in the case several and independent 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, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of Tenant and any and every other guarantor of the Company under this Agreement Obligations, and the a separate action or actions may be brought and executed against Guarantor or any other Loan Documents shall such guarantor, whether or not exceed an aggregate amount equal to the largest amount that would such action is brought against Tenant or any other such guarantor and whether or not render Tenant or any other such obligations subject to avoidance under applicable Debtor Relief Lawsguarantor be joined in such action or actions.

Guaranty. The Company Subsidiaries, jointly and severally, hereby guarantees to the Administrative Agentirrevocably, each Issuing Lender absolutely and each Lender as hereinafter provided, as primary obligor and not as surety, unconditionally guarantee the prompt payment by the Company, as and when due and payable (whether by scheduled maturity, acceleration or otherwise), of all Indebtedness obligations from time to time owing in respect of the Foreign Borrowers hereunder Notes, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to the Administrative AgentCompany, each Issuing Lender whether or not a claim for post-filing interest is allowed in such proceeding), fees or otherwise, and each whether accruing before or subsequent to the commencement of any Insolvency Proceeding with respect to the Company (notwithstanding the operation of the Lenders in any formautomatic stay under Section 362(a) of the United States Bankruptcy Code, including any as amended), and all credit extended the due performance and any observance by the Company of its other obligations owing by now or hereafter existing in respect of the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder Notes (collectively, the “Guaranteed Obligations”) in full when ). Without limiting the generality of the foregoing, the Subsidiaries’ liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Investors but for the fact that they are unenforceable or not allowable due (whether at stated maturityto the existence of a bankruptcy, reorganization or similar proceeding involving the Company or any of the Subsidiaries. “Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the United States Bankruptcy Code, as a mandatory prepaymentamended, by accelerationor 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. The Subsidiaries, jointly and severally, hereby guarantee that the Guaranteed Obligations will be paid or performed, as a mandatory cash collateralization or otherwise) applicable, strictly in accordance with the terms thereofof the Notes, 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 Investors with respect thereto. The Company hereby further agrees that if any of the 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 Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company Subsidiaries under this Agreement section are independent of the obligations under the Notes, 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 other Loan Documents shall not exceed an aggregate amount equal 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 the largest amount that would not render such their present or future financial ability to fulfill their obligations subject to avoidance under applicable Debtor Relief Lawsof guarantee.

Guaranty. The Company hereby guarantees In order to induce the Lenders to extend credit to the Administrative AgentCompany and the Designated Borrowers, each Issuing Lender the Cash Management Banks to enter into Guaranteed Cash Management Agreements and each Lender as hereinafter providedthe Hedge Banks to enter into Guaranteed Hedge Agreements, the Guarantor hereby absolutely and unconditionally guarantees, as primary obligor a guaranty of payment and performance and not merely as suretya guaranty of collection, the prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended existing and future Obligations of any other obligations owing by the Foreign Borrowers Designated Borrower to the Issuing Lenders Beneficiaries, in each case, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and the Lenders however arising under or in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interestthe other Loan Documents (including those arising under successive borrowing transactions under the Credit Agreement and all renewals, feesextensions and modifications thereof and all costs, reimbursement obligations, indemnity obligations attorneys’ fees and other amounts owed expenses incurred by the Foreign Borrowers Beneficiaries in connection with the collection or enforcement thereof payable in accordance with, and to the Administrative Agentextent provided in, Section 10.04 of the Issuing Lenders Credit Agreement) and any Guaranteed Cash Management Agreement or Guaranteed Hedge Agreement and whether recovery upon such Indebtedness and liabilities may be or hereafter becomes unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Lenders hereunder Guarantor or any Designated Borrower under any Debtor Relief Law (collectively, the “Guaranteed Guarantied Obligations”) ). In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees that the Guarantor’s payment of a portion, but not all, of the Guarantied Obligations shall in full when due (whether at stated maturityno way limit, as a mandatory prepaymentaffect, by acceleration, as a mandatory cash collateralization modify or otherwise) strictly in accordance with abridge the terms thereofGuarantor’s liability for any portion of the Guarantied Obligations that has not been paid. The Company hereby further agrees that if any books and records of each Beneficiary showing the amount of the Guaranteed Guarantied Obligations are not paid shall be admissible in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization evidence in any action or otherwise), the Company will promptly pay the same, without any demand or notice whatsoeverproceeding, and that in shall be binding upon the case 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 extension of time of payment collateral therefor, or renewal of by any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization fact or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents circumstance relating to the Guaranteed Obligations, Guarantied Obligations which might otherwise constitute a defense to the obligations of the Company Guarantor under this Agreement Guaranty, and the other Loan Documents Guarantor hereby irrevocably waives any 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 not exceed be limited to an aggregate amount equal to the largest amount that would not render such its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable Debtor Relief Lawsstate law.

Guaranty. The Company (a) Each Guarantor hereby unconditionally and absolutely guarantees to the Administrative Agent, each Issuing Lender Agent and each Lender as hereinafter provided, as primary obligor and not as suretythe Lenders, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agentdue and punctual payment, each Issuing Lender performance and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due discharge (whether at upon stated maturity, as a mandatory prepaymentdemand, by acceleration, as a mandatory cash collateralization acceleration or otherwise) strictly otherwise in accordance with the terms thereof. The Company hereby further agrees that if any ) of (i) all of the 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 Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, (ii) all terms, conditions, agreements, representations and warranties at any time made by the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision Borrower to the contrary contained herein or in any other of Agent and the Lenders pursuant to the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal Documents, and (iii) all other debts, obligations and liabilities of the Borrower to the largest amount that would Agent and the Lenders incurred pursuant to the Loan Agreement and the other Loan Documents, whether direct or indirect, absolute or contingent, secured or unsecured, due or to become due, joint or several, primary or secondary, liquidated or unliquidated, now existing or 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 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 Obligations and all such other debts, liabilities and obligations being jointly referred to as the “Guaranteed Obligations”). Without limiting the generality of the foregoing, the term “Guaranteed Obligations” as used herein shall include all debts, liabilities and obligations incurred by the Borrower to the Agent and the Lenders in any bankruptcy case of the Borrower and any interest, fees or other charges accrued in any such bankruptcy, whether or not render any such obligations subject to avoidance interest, fees or other charges are recoverable from the Borrower or the Borrower’s estate under applicable Debtor Relief Laws11 U.S.C. § 506.

Guaranty. The Company hereby guarantees (a) In order to induce the Administrative Agent, each Issuing Lender and each Lender as hereinafter provided, as primary obligor and not as suretyAgents, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative AgentCollateral Agents, the Issuing Lenders and the Lenders hereunder (collectivelyto enter into this Agreement and to extend credit hereunder, and to induce the other Guarantee Creditors to enter into Interest Rate Protection Agreements and Permitted Hedging Arrangements and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans, the “Guaranteed Obligations”) in issuance of the Letters of Credit and the entering into of such Interest Rate Protection Agreements and Permitted Hedging Arrangements, Holdings hereby agrees with the Guarantee Creditors as follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due (due, whether at stated upon maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise) strictly , of any and all of the Guarantor Obligations of the Borrowers to the Guaranteed Creditors. If any or all of the Guarantor Obligations of the Borrowers to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such indebtedness to the applicable Administrative Agent and/or the other applicable Guaranteed Creditors, on demand, together with any and all expenses which may be incurred by the Administrative Agents and the other Guaranteed Creditors in accordance with the terms thereof. The Company hereby further agrees that if collecting any of the Guarantor Obligations. If claim is ever made upon any Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization Creditor for repayment or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case recovery of any extension of time of amount or amounts received in payment or renewal on account of any of the Guaranteed ObligationsGuarantor Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall, to the fullest extent permitted by law, be binding upon Holdings, notwithstanding any revocation of the guarantee contained in this Section 12 or other instrument evidencing any liability of any Borrower, and Holdings shall, to the fullest extent permitted by law, be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same will be promptly paid extent as if such amount had never originally been received by any such payee. (b) The guarantee contained in this Section 12 shall remain in full when due force and effect until the first date on which all the Loans (whether at extended maturityincluding the face amount of all Bankers’ Acceptance Loans), as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, Reimbursement Obligations and the obligations of Holdings under the Company under guarantee contained in this Section 12 then due and owing, in each case, shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lender) and the Commitment shall be terminated, notwithstanding that from time to time during the term of this Agreement and any of the other Borrowers may be free from any obligations under the Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief LawsDocuments.

Guaranty. The Company hereby guarantees In order to induce the Administrative Agent, each Issuing Lender the Collateral Agent and each Lender the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Hedging Agreements and in recognition of the direct benefits to be received by Holdings from the proceeds of the Loans and the entering into of such Hedging Agreements, Holdings hereby agrees with the Guaranteed Creditors as hereinafter provided, follows: Holdings hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety, surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all Indebtedness of the Foreign Borrowers hereunder Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, Holdings, unconditionally and irrevocably, promises to pay such indebtedness to the Administrative AgentAgent and/or the other Guaranteed Creditors, each Issuing Lender and each of the Lenders in any formor order, including on demand, together with any and all credit extended and any other obligations owing expenses which may be incurred by the Foreign Borrowers to the Issuing Lenders Administrative Agent and the Lenders other Guaranteed Creditors in connection with collecting any of the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) . If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization payment or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if on account of any of the 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 Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligationsaforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event Holdings agrees that any such judgment, decree, order, settlement or compromise shall be binding upon Holdings, notwithstanding any revocation of this Holdings Guaranty or other instrument evidencing any liability of the Borrower, and Holdings shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same will be promptly paid in full when due (whether at extended maturity, extent as a mandatory prepayment, if such amount had never originally been received by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of any such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawspayee.

Guaranty. The Company hereby guarantees (a) Subject to the Administrative Agentprovisions of this Section 14, each Issuing Lender and each Lender as hereinafter providedGuarantor, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term execution of this Agreement, plus interestjointly and severally, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder unconditionally guarantees (collectively, the “Guaranteed ObligationsGuaranty”) in full to Lender (i) the due and punctual payment of the principal of and interest on the Loan, when and as the same shall become due (and payable, whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise) strictly , 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 thereof. The Company hereby further agrees that if any of the 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 Company will promptly pay the same, without any demand or notice whatsoeverLoan Documents, and that (ii) in the case of any extension of time of payment or renewal of the Loan or any of the Guaranteed such other Obligations, that the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) performed in accordance with the terms of such the extension or renewal, at stated maturity, by acceleration or otherwise. Notwithstanding Each Guarantor, by execution of this Agreement, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any provision invalidity, irregularity or unenforceability of any Loan Document, any failure to enforce the contrary contained herein provisions of any such Loan Document, any waiver, modification or in 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 for payment, filing of claims with a court in the event of merger or bankruptcy of Borrower, any right to require a proceeding first against Borrower, protest or notice with respect to the Loan Documents or the other documents relating Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guaranty will not be discharged as to the Guaranteed Obligations, the obligations Loan except by payment in full of the Company under this Agreement principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and Lender, on the other Loan Documents hand, (i) the maturity of the Obligations 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 Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Section 7, such Obligations (whether or not due and payable) shall not exceed an aggregate amount equal to forthwith become due and payable by each Guarantor for the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawspurpose of this Guaranty.

Guaranty. The Company hereby guarantees Subject to the Administrative Agentprovisions of Section 3 below, each Issuing Lender Guarantor hereby irrevocably, absolutely and each Lender as hereinafter providedunconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the prompt full and punctual payment of or performance when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, and at all Indebtedness times thereafter, all of the Foreign Borrowers hereunder to the Administrative Agentfollowing debts, each Issuing Lender liabilities and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”): (i) all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower 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 full when due (whether at stated maturity, connection with or as a mandatory prepaymentresult of early termination of any such Swap Contract; (iii) all indebtedness, liabilities and obligations of Borrower to Bank of America or any Affiliate of Bank of America now or hereafter existing, whether joint or several, direct or indirect, absolute or contingent or due or to become due, arising under or in connection with any agreement (including all schedules thereto, confirmations of transactions thereunder, and documents, definitions, and agreements incorporated therein by accelerationreference or 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 Borrower, process automated clearing house (ACH) transactions for the account of Borrower or extend credit to Borrower, in the form of credit card accounts, including, without limitation, any interest due thereon, all fees, costs, and expenses incurred by Bank of America in connection therewith, and termination payments and indemnifications relating thereto; and (iv) any and all fees, costs or out-of-pocket expenses (including attorneys’ fees and costs) incurred by the Agent or any Lender in enforcing any rights under this Guaranty and the other Loan Documents, in each case whether direct or indirect (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 a mandatory cash collateralization or otherwise) strictly the debtor in accordance with such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the terms thereof. The Company hereby further agrees generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that if any constitute part of the Guaranteed Obligations are not paid in full when due and would be owed by any Loan Party to the Agent or any Lender (whether at stated maturity, as or any Affiliate of a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that Lender in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwiseSwap Contract) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of under the Loan Documents or a Swap Contract but for the other documents relating to the Guaranteed Obligations, the obligations operation of the Company automatic stay under this Agreement Section 362(a) of the Bankruptcy Code of the United ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ (▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code) (the “Bankruptcy Code”) or the operation of Sections 502(b) and 506(b) of the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief LawsBankruptcy Code.

Guaranty. The Company Guarantor hereby absolutely, unconditionally and irrevocably guarantees to for the Administrative AgentGuaranteed Parties, each Issuing Lender and each Lender as hereinafter providedtheir respective successors, as primary obligor endorsees, transferees and not as suretyassigns, the full and prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory by required prepayment, by declaration, acceleration, as a mandatory cash collateralization demand or otherwise) strictly in accordance with of all the terms thereof. The Company hereby further agrees that if any indebtedness, liabilities and other payment obligations of each Designated Borrower (now existing or hereafter arising pursuant to Section 2.14 of the 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 Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwiseCredit Agreement) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed ObligationsParties under or in connection with the Credit Agreement, the obligations of the Company under this Agreement Notes and the other Loan Documents shall not exceed an aggregate amount equal 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 largest amount that would Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not render due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations subject to avoidance may be or hereafter become unenforceable or shall be an allowed or disallowed claim under applicable any Debtor Relief Laws, and including interest that accrues after the commencement by or against any Designated Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of each Designated Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor in connection with this Guaranty (including any and all amounts due under Section 12), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. The Company hereby guarantees Except for any release of any Guarantor pursuant to Section 9.10 of the Administrative AgentCredit Agreement, each Issuing Lender Guarantor hereby absolutely, irrevocably and each Lender as hereinafter providedunconditionally guarantees, as primary obligor a guaranty of payment and performance and not merely as suretya guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, the prompt payment of Obligations (including all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agentrenewals, each Issuing Lender extensions, amendments, refinancings and each of the Lenders in any form, including any other modifications thereof and all credit extended costs, attorneys’ fees and any other obligations owing expenses incurred by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and Collateral Agent, the Lenders hereunder and/or the L/C Issuers in connection with the collection or enforcement thereof in accordance with Section 10.04 of the Credit Agreement), and whether recovery upon such Obligations may be or hereafter becomes unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor or any Borrower under the Bankruptcy Code (Title 11, United States Code), any Canadian Insolvency Law, any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (collectively, “Debtor Relief Laws”), and including interest that accrues after the commencement by or against such Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof). The Company hereby further agrees that if any Administrative Agent’s books and records showing the amount of the Guaranteed Obligations are not paid shall be admissible in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization evidence in any action or otherwise), the Company will promptly pay the same, without any demand or notice whatsoeverproceeding, and that in shall be binding upon each Guarantor and conclusive for the case purpose of any extension of time of payment or renewal of any 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 same will be promptly paid in full when due (whether at extended maturityexistence, as a mandatory prepaymentvalidity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by acceleration, as a mandatory cash collateralization any fact or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents circumstance relating to the Guaranteed ObligationsObligations which might otherwise constitute a defense to the obligations of a Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of each Guarantor hereunder (other than any Guarantor which is incorporated under the Company under this Agreement and the other Loan Documents laws of Canada or any province or territory thereof) at any time shall not exceed be limited to an aggregate amount equal to the largest amount that would not render such its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under applicable Debtor Relief LawsSection 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Company (a) For valuable consideration, the receipt of which is hereby guarantees acknowledged, and to induce the Lenders to make advances to the Administrative Agent, each Issuing Lender and each Lender as hereinafter provided, as primary obligor and not as suretyBorrower, the Parent Guarantor hereby absolutely and unconditionally guarantees prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended existing and any other obligations owing by future Obligations of the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers Borrower to the Administrative Agent, the Issuing Lenders Lenders, or any of them, under or with respect to the Loan Documents, whether for principal, interest, fees, expenses or otherwise, and all Hedging Obligations of the Lenders hereunder Borrower owing to any Lender or any Affiliate of any Lender under any Designated Hedging Agreement (collectively, the “Guaranteed Obligations”); provided that Guaranteed Obligations of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party. (b) in full when due (whether at stated maturityWithout limiting the generality of the foregoing, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees Parent Guarantor’s liability shall extend to all amounts that if any constitute part of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, and would be owed by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of other Loan Party to 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, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein Lender under or in any other respect of the Loan Documents but for the fact that they are unenforceable or the other documents relating not allowable due to the Guaranteed Obligationsexistence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. The Parent Guarantor, and by its acceptance of this Guaranty, the obligations 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 Company under this Agreement and the other Loan Documents shall Parent Guarantor hereunder not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of the Parent Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and the Parent Guarantor hereby irrevocably agree that the Obligations of the Parent Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of the Parent Guarantor under this Guaranty not constituting a fraudulent transfer or 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 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 Loan Documents.

Guaranty. The Company Guarantor hereby unconditionally and irrevocably guarantees to the Administrative AgentAgent and the Banks, each Issuing Lender and each Lender as hereinafter providedtheir respective successors, as primary obligor endorsees, transferees, assigns and not as suretySubstitutes, the full and prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory by required prepayment, by declaration, acceleration, as a mandatory cash collateralization demand or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any and performance of the Guaranteed Obligations are not paid in full when due (whether at stated maturityindebtedness, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, liabilities and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company Borrower to the Agent and the Banks under this or in connection with the Facility Agreement and the other Loan Documents shall not exceed an aggregate amount equal 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 largest amount that would Agent and the Banks thereunder or in connection therewith. The terms "indebtedness," "liabilities" and "obligations" are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not render due, absolute or contingent, liquidated or unliquidated, determined or undetermined, together with interest thereon at the contract rate (whether before or after the commencement of any Insolvency Proceeding with respect to the Borrower), and whether recovery upon such indebtedness, liabilities and obligations subject may be or hereafter become unenforceable or shall be an allowed or disallowed claim under the Bankruptcy Code or other applicable law. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to avoidance be paid or performed by the Guarantor in connection with this Guaranty (including any and all amounts due under applicable Debtor Relief LawsSection 17), shall hereinafter be collectively referred to as the "Subject Obligations."

Guaranty. The Company Guarantor hereby guarantees to the Administrative Agentabsolutely, each Issuing Lender irrevocably and each Lender as hereinafter providedunconditionally guarantees, as primary obligor a guaranty of payment and performance and not merely as suretya guaranty of collection, the prompt full and punctual payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended of the Secured Obligations and whether arising under any Loan Document (including all renewals, extensions, amendments and other obligations owing modifications thereof and all reasonable costs, attorneys’ fees and expenses incurred by the Foreign Borrowers to the Issuing Lenders and the Lenders Secured Parties in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers collection or enforcement thereof to the Administrative Agentextent provided in the Credit Agreement), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Issuing Lenders Guarantor or the Borrower during a Bankruptcy Event, and including interest that accrues after the Lenders hereunder commencement by or against the Borrower of any proceeding 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 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 Guarantor under this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing to the extent permissible under the applicable law. The Guarantor and each Secured Party (by its acceptance of the benefits of this Guaranty) in full when due hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code (whether at stated maturitythe “Bankruptcy Code”), the Uniform Fraudulent Conveyance Act of any similar 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 a mandatory prepaymentwill, by acceleration, as a mandatory cash collateralization after giving effect to such maximum amount and all other (contingent or otherwise) strictly 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 accordance 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 the terms thereof. The Company hereby further agrees that if any of the Guaranteed Obligations are not paid shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in full when due 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; (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), c) the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal maturity of any of the Guaranteed ObligationsObligations shall be accelerated, or any of the same will Guaranteed Obligations shall be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or amended in any other of 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 other documents relating 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 ObligationsObligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Company under this Agreement 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 other Loan Documents successors and permitted assigns thereof, and shall not exceed an aggregate amount equal inure to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsbenefit of the Secured Parties, and their respective successors and permitted assigns.

Guaranty. The Company Guarantor hereby guarantees to the Administrative Agentabsolutely, each Issuing Lender unconditionally and each Lender as hereinafter providedirrevocably guarantees, as primary obligor and not merely as surety, , (a) the due and prompt payment by the Borrower of: (i) the principal of all Indebtedness and premium, if any, and interest at the rate specified in the Loan Agreement (including interest accruing during the pendency of the Foreign Borrowers hereunder to the Administrative Agentany bankruptcy, each Issuing Lender and each insolvency, receivership or other similar proceeding, regardless of the Lenders whether allowed or allowable in any form, such proceeding (“Post-Petition Interest”)) (including any reimbursement obligation for disbursements and all credit extended interest (including Post-Petition Interest) and any other obligations owing by the Foreign Borrowers obligation to the Issuing Lenders provide cash collateral with respect thereto), when and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreementas due, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated scheduled maturity, as a mandatory date set for prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise, and (ii) strictly in accordance with the terms thereof. The Company hereby further agrees that if any all other monetary obligations of the Guaranteed Obligations are not paid Borrower to the Lender under the Loan Documents, when and as due, including fees, costs, expenses (including, without limitation, fees and expenses of counsel incurred by the Lender in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization enforcing any rights under this Agreement or otherwiseany other Loan Document), contract causes of action and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, fixed or otherwise (including monetary obligations incurred during the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case pendency of any extension bankruptcy, insolvency, receivership or other similar proceeding, regardless of time whether allowed or allowable in such proceeding); and (b) the due and prompt performance of payment or renewal of any all covenants, agreements, obligations and liabilities of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein Borrower under or in any other respect of the Loan Documents Documents; and (c) the due and prompt payment and performance of all covenants, agreements, obligations and liabilities of Guarantor under or the other documents relating to the Guaranteed Obligations, the obligations in respect of the Company under this Agreement and the other Loan Documents Documents; and all such obligations in subsections (a) through (c), whether now or hereafter existing, being referred to collectively as the “Obligations”. Guarantor further agrees that all or part of the Obligations may be increased, extended, substituted, amended, renewed or otherwise modified without notice to or consent from Guarantor and such actions shall not exceed an aggregate amount equal affect the liability of Guarantor hereunder. Without limiting the generality of the foregoing, Guarantor’s liability shall extend to all amounts that constitute part of the Obligations and would be owed by any other Loan Party to the largest amount Lender under or in respect of the Loan Documents but for the fact that would they are unenforceable or not render allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such obligations subject to avoidance under applicable Debtor Relief Lawsother Loan Party.

Guaranty. The Company Guarantor hereby unconditionally and irrevocably guarantees to the Administrative AgentGuaranteed Parties, each Issuing Lender and each Lender as hereinafter providedtheir respective successors, as primary obligor endorsees, transferees and not as suretyassigns, the full and prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory by required prepayment, by declaration, acceleration, as a mandatory cash collateralization demand or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any and performance of the Guaranteed Obligations are not paid in full when due (whether at stated maturityindebtedness, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), liabilities and other obligations of the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Parties under or in connection with the Credit Agreement, the Notes and the other Loan Documents, including all unpaid principal of the Loans, all amounts owing in respect of the L/C Obligations, all interest accrued thereon, all fees due under the Credit Agreement, all indemnification obligations of the Company under this Agreement or in connection with the Credit Agreement, the Notes and the other Loan Documents shall not exceed an aggregate amount equal Documents, all other amounts payable by the Company to the largest amount that would Guaranteed Parties thereunder or in connection therewith and any other Obligations of the Company. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not render due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations subject to avoidance may be or hereafter become unenforceable or shall be an allowed or disallowed claim under applicable any Debtor Relief LawsLaw, and including interest that accrues after the commencement by or against the Company or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of 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 in connection with this Guaranty (including any and all amounts due under Section 15), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. The Company (a) In order to induce the Administrative Agent, the Issuing Lender and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Swap Agreements and in recognition of the direct benefits to be received by Bermuda Holdings and Stratus Bermuda from the proceeds of the Loans, the issuance of the Letters of Credit and the entering into of such Swap Agreements, Bermuda Holdings and Stratus Bermuda hereby agree with the Guaranteed Creditors as follows: (i) each of Bermuda Holdings and Stratus Bermuda hereby unconditionally and irrevocably guarantees to the Administrative Agent, each Issuing Lender for the benefit of the Guaranteed Creditors and each Lender as hereinafter providedtheir respective successors, as primary obligor indorsees, transferees and not as suretyassigns, the prompt and complete payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing performance by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full Borrower when due (whether at the stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the 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 Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, and each of Bermuda Holdings and Stratus Bermuda further agrees to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the same will be promptly paid Guaranteed Creditors in full when due enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Guaranteed Obligations and/or enforcing any rights with respect to, or collecting against, Bermuda Holdings and/or Stratus Bermuda under this Bermuda Holdings and Stratus Bermuda Guaranty. (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwiseb) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained Anything herein or in any other Credit Document to the contrary notwithstanding, the maximum liability of Bermuda Holdings and Stratus Bermuda hereunder and under the other Credit Documents shall in no event exceed the amount which can be guaranteed by Bermuda Holdings and/or Stratus Bermuda under applicable federal and state laws relating to the insolvency of debtors. (c) Each of Bermuda Holdings and Stratus Bermuda agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the Loan Documents liability of Bermuda Holdings and/or Stratus Bermuda hereunder without impairing this Bermuda Holdings and Stratus Bermuda Guaranty or affecting the rights of any Guaranteed Creditor hereunder. (d) No payment or payments made by the Borrower, any Subsidiary Guarantor or any other documents relating Person or received or collected by the Administrative Agent or any Lender from the Borrower, any Subsidiary Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any of Bermuda Holdings and Stratus Bermuda hereunder which shall, notwithstanding any such payment or payments other than payments made by any of Bermuda Holdings and Stratus Bermuda in respect of the Guaranteed Obligations or payments received or collected from Bermuda Holdings and Stratus Bermuda in respect of the Guaranteed Obligations, remain liable for the obligations Guaranteed Obligations up to the maximum liability of Bermuda Holdings and/or Stratus Bermuda hereunder until the Guaranteed Obligations are paid in full, the Revolving Credit Commitments are terminated and either no Letters of Credit are outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Company Administrative Agent. (e) Each of Bermuda Holdings and Stratus Bermuda agrees that whenever, at any time, or from time to time, it shall make any payment to a Guaranteed Creditor on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Agreement Bermuda Holdings and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render Stratus Bermuda Guaranty for such obligations subject to avoidance under applicable Debtor Relief Lawspurpose.

Guaranty. The Company hereby guarantees (a) Subject to the Administrative Agentthis Article 11, each Issuing Lender and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any formGuarantors hereby, including any jointly and all credit extended severally, unconditionally guarantees to each Holder of a Note authenticated and any other obligations owing delivered by the Foreign Borrowers Trustee and to the Issuing Lenders Trustee and its successors and assigns, irrespective of the Lenders in connection with the Loans validity and Letters of Credit at any time outstanding during the term enforceability of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative AgentIndenture, the Issuing Lenders Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of, premium and the Lenders hereunder (collectivelyLiquidated Damages, if any, and interest on, the “Guaranteed Obligations”) Notes will be promptly paid in full when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization redemption or otherwise) strictly , and interest on the overdue principal of and interest on the Notes, 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. The Company hereby further agrees that if any of the Guaranteed Obligations are not paid ; and (2) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any Notes or any of the Guaranteed Obligationssuch other obligations, the that same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) performed in accordance with the terms of such the extension or renewal, whether at stated maturity, by acceleration or otherwise. Notwithstanding Failing payment when due of any provision amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, 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 covenant that this Guaranty will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the contrary contained herein Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guaranty, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will 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 the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the Loan Documents obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guaranty, notwithstanding any stay, injunction or the other documents relating to the Guaranteed Obligations, prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guaranty. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Company Holders under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief LawsGuaranty.

Guaranty. The Company hereby Each of the Guarantors (excepting only any Guarantor which is directly obligated as a Borrower under the Credit Agreement, as to its own Indebtedness thereunder), hereby, jointly and severally, guarantees to the Administrative AgentLenders the due and punctual payment to the Lenders when due, each Issuing Lender and each Lender as hereinafter providedwhether by acceleration or otherwise, as primary obligor and not as surety, the prompt payment of all amounts, including, without limitation, principal, interest (including interest accruing on or after the filing of any petition in bankruptcy, or the 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 such a proceeding), and all other liabilities and obligations, direct or indirect, absolute or contingent, due or to become due, now existing or 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 Foreign Borrowers hereunder 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 Administrative AgentCredit Agreement, each Issuing 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 on account of principal, interest, reimbursement obligations, fees, indemnities, and reasonable costs and expenses (including without limitation, 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 Lenders in any form, including any Guarantors hereby jointly and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further severally agrees that if Noble shall fail to pay any of the Guaranteed Obligations are not paid in full such amounts when due (whether at stated maturity, and as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will shall be promptly paid in full when due (whether at extended maturityand payable, as a mandatory prepaymentor shall fail to perform and discharge any covenant, by acceleration, as a mandatory cash collateralization representation or otherwise) warranty in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed ObligationsCredit Agreement, the obligations Letter of the Company under this Agreement and Credit Agreements or any of the other Loan Documents shall not exceed (subject, in each case, to any applicable periods of grace or cure), each of such Guarantors, will forthwith pay to Agent, on behalf of the Lenders, an aggregate amount equal to any such amount or cause Noble to do so, and will pay any and all damages that may be incurred or suffered in consequence thereof by Agent or any of the largest amount Lenders and all reasonable expenses, including reasonable attorneys’ fees, that would not render may be incurred by Agent in enforcing such obligations subject to avoidance under applicable Debtor Relief Lawscovenant, representation or warranty of Noble, and in enforcing the covenants and agreements of this Guaranty.

Guaranty. (a) The Company hereby guarantees to Guarantors hereby, jointly and severally, unconditionally irrevocably guaranty the Administrative Agentpunctual payment when due, each Issuing Lender and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise, of all Obligations and agree to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Lender in enforcing any rights under this Agreement. Without limiting the generality of the foregoing, the Guarantors' liability shall extend to all amounts which constitute part of the Obligations 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 thereofof 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 terms or the rights of the Lender with respect thereto. The Company hereby further agrees that if 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 Guaranteed 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 are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization resulting from the extension of additional credit to the Borrower or any of its Subsidiaries or otherwise); (iii) any taking, the Company will promptly pay the sameexchange, without any demand release or notice whatsoever, and that in the case non-perfection of any extension collateral, or any taking, release or amendment or waiver of time or consent to departure from any other guaranty, for all or any of payment the Obligations; (iv) any manner of application of collateral, or renewal proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of any of the Guaranteed ObligationsBorrower Parties; (v) any change, restructuring or termination of the same will corporate structure or existence of any of the Borrower Parties; (vi) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any of the Borrower Parties; or (vii) any bankruptcy, reorganization or similar proceeding commenced by or against any of the Borrower Parties. This Guaranty shall continue to be promptly paid in full when due (whether at extended maturityeffective or be reinstated, as a mandatory prepaymentthe case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by accelerationthe Lender upon the insolvency, as a mandatory cash collateralization bankruptcy or reorganization of the Borrower or otherwise) in accordance with the terms of , all as though such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall payment had not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsbeen made.

Guaranty. The Company Parent hereby guarantees to the Administrative Agent, each Issuing Lender absolutely and each Lender as hereinafter providedunconditionally guarantees, as primary obligor a guaranty of payment and performance and not merely as suretya guaranty of collection, the prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of all Indebtedness of Obligations, 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, under the Foreign Borrowers hereunder to the Administrative AgentCredit Documents (including all renewals, each Issuing Lender extensions, amendments, refinancings and each of the Lenders in any form, including any other modifications thereof and all credit extended costs, attorneys’ fees and any other obligations owing expenses incurred by the Foreign Borrowers to the Issuing Lenders and the Lenders Lender Parties in connection with the Loans collection or enforcement thereof), and Letters 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 Parent or any Credit Party under Debtor Relief Laws, and including interest that accrues after the commencement by or against any Credit Party of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with ). Any Lender Party’s books and records showing the terms thereof. The Company hereby further agrees that if any amount of the Guaranteed Obligations are not paid shall be admissible in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization evidence in any action or otherwise), the Company will promptly pay the same, without any demand or notice whatsoeverproceeding, and that in shall be binding upon the case Parent and conclusive for the purpose of any extension of time of payment or renewal of any establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, the same will be promptly paid in full when due (whether at extended maturityvalidity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization regularity or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other enforceability of the Loan Documents Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the other documents existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed ObligationsObligations 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 Company under this Agreement and the other Loan Documents Parent hereunder at any time shall not exceed be limited to an aggregate amount equal to the largest amount that would not render such 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 Debtor Relief Lawsforeign law.

Guaranty. The Company (a) To induce the Lender to extend credit to the Borrower pursuant to the Loan Agreement, the Guarantor hereby irrevocably and unconditionally guarantees to the Administrative AgentLender, each Issuing Lender its successors and each Lender assigns (i) the full and prompt payment when due, whether by acceleration or otherwise, with such interest as hereinafter providedmay accrue thereon either before or after maturity thereof, as primary obligor and not as suretyof all of the Obligations, including, without limitation, the Revolving Loans, together with all renewals, modifications, consolidations, and extensions thereof, (ii) the full and prompt payment and performance of all Indebtedness terms, conditions and covenants contained in the Loan Agreement and (iii) the full and prompt performance of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and other obligations of the Borrower under any other obligations owing by documents or instruments referred to in the Foreign Borrowers Loan Agreement or now or hereafter evidencing, securing, or otherwise relating to the Issuing Lenders and Obligations or the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereofLoan Documents. The Company Guarantor hereby further agrees that if any of the Guaranteed Obligations Obligations, duties and covenants are not paid by the Borrower in full when accordance with their respective terms or if any and all sums which are now or may hereafter become due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization from the Borrower to the Lender under or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of pursuant to any of the Guaranteed Obligations, Obligations or the same will be promptly Loan Documents are not paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) the Borrower in accordance with their terms, the terms Guarantor will immediately make such payments. The Guarantor hereby further agrees to pay the Lender all reasonable expenses (including, without limitation, reasonable attorneys' fees and court costs) paid or incurred by the Lender in endeavoring (x) to collect any indebtedness evidenced by any of such extension the Obligations or renewalthe Loan Documents, or any portion thereof, (y) to enforce any of the Obligations of the Borrower guaranteed hereby, or (z) to enforce this Guaranty. Notwithstanding This Guaranty shall be a continuing Guaranty of all the Obligations and all of the duties and covenants of the Borrower created pursuant to any provision and all of the Loan Documents, including, without limitation, any and all advances, debts, obligations, covenants and liabilities heretofore, now or hereafter made, incurred or created under and pursuant to the contrary contained herein or in any other of the Loan Documents whether voluntary or the other documents relating involuntary, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such obligations, duties and covenants may be or hereafter become unenforceable. (b) As an additional inducement to the Guaranteed ObligationsLender to extend credit to the Borrower, the obligations Guarantor, if a stockholder of the Company under this Agreement Borrower, hereby covenants and agrees not to transfer, assign, sell, convey or otherwise dispose of, grant any option, warrant or other right with respect to, pledge, hypothecate or otherwise encumber any of the other Loan Documents shall capital stock of the Borrower now or hereafter owned by the Guarantor without the prior written consent of the Lender, which consent will not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsbe unreasonably withheld.

Guaranty. The Company Guarantors hereby guarantees to jointly and severally unconditionally and irrevocably guarantee the Administrative Agent, each Issuing Lender full and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agentwhen due, each Issuing Lender and each of the Lenders in any formwhether at stated maturity, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders acceleration or otherwise, of, and the Lenders in connection with performance of, (a) the Loans Obligations, whether now or hereafter existing and Letters of Credit at any time outstanding during the term of this Agreementwhether for principal, plus interest, fees, reimbursement obligationsexpenses or otherwise, indemnity (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 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 amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due Loan Documents (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise), the Company will Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent of the Borrower’s failure to pay the same, without any other demand or notice whatsoever, and that in including without limitation, any notice having been given to any Guarantor of either the case acceptance by the Guarantied Parties of any extension of time of payment this Guaranty or renewal the creation or incurrence of any of the Guaranteed Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or contemporaneously to accelerate payment of any of the Guarantied Obligations, the same will be promptly paid in full when due (whether at extended maturityto institute suit or exhaust any rights against any Loan Party, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewalto enforce any rights against any Collateral. Notwithstanding any provision to the contrary contained anything herein or in any other Loan Document to the contrary, in any action or .proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of the Loan Documents or the other documents creditors generally, if, as a result of applicable law relating to the Guaranteed Obligationsfraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (collectively, “Fraudulent Transfer Laws”), the obligations of the Company any Guarantor under this Agreement and 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 other Loan Documents shall not exceed Borrower to the extent that such Indebtedness would be 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 subordinated to the claims of other creditors as determined in such obligations subject to avoidance under applicable Debtor Relief Lawsaction or proceeding.

Guaranty. The Company hereby Guarantor hereby, irrevocably and unconditionally, guarantees to the Administrative Agentpunctual payment when due, each Issuing Lender and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness in lawful money of the Foreign Borrowers hereunder to the Administrative AgentUnited States of America, each Issuing Lender and each whether at stated maturity, by acceleration or otherwise, of the Lenders in any form, including any Loans and all credit extended and any other obligations Obligations owing by the Foreign Borrowers Company to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this AgreementLenders, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders Swingline Lender and Other Agents, or any of them, under the Credit Agreement, the Notes, and the other Credit Documents, including all renewals, extensions, modifications and refinancings thereof, now or hereafter owing, whether for principal, interest, fees, expenses, indemnities, reimbursement obligations or otherwise, and any and all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by the Lenders hereunder or the Administrative Agent in enforcing any rights under this Guaranty (collectively, the “Guaranteed Obligations”) ), including without limitation, all interest which, but for the filing of a petition in bankruptcy, would accrue on any principal portion of the Guaranteed Obligations. Any and 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 when due amount, in U.S. Dollars, that it would otherwise be entitled to receive with respect to the Guaranteed Obligations (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly but without duplication of amounts for Indemnified Taxes already included in accordance with the terms thereofGuaranteed Obligations). The Company hereby further Guarantor acknowledges and agrees that if any this is a guarantee of payment when due, and not of collection, and that this Guaranty may be enforced up to the full amount of the Guaranteed Obligations are not paid in full when due (whether at stated maturitywithout proceeding against the Company, as a mandatory prepaymentagainst any security for the Guaranteed Obligations, by acceleration, as a mandatory cash collateralization against any other Person or otherwise), the Company will promptly pay the same, without under any demand or notice whatsoever, and that in the case of other guaranty covering any extension of time of payment or renewal of any portion of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.

Guaranty. The Company Guarantors hereby guarantees jointly and severally, unconditionally and irrevocably, guarantee to the Administrative Agent, each Issuing Lender and each Lender as hereinafter providedits respective successors, as primary obligor endorsees, transferees and not as suretyassigns, the full and prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepaymentdeclaration, by acceleration, as a mandatory cash collateralization demand or otherwise) strictly and performance of the indebtedness, liabilities and other obligations of Company to Lender under or in accordance connection with the terms thereofNote (each a “Document” and, collectively, the “Documents”), 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 Company hereby further agrees that if terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, 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 whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable under the Guaranteed Obligations are not Bankruptcy Reform Act of 1978 (the “Bankruptcy Code”) or sf-2795824 other applicable law. The foregoing indebtedness, liabilities and other obligations of Company, and all other indebtedness, liabilities and obligations to be paid or performed by Guarantors in full when connection with this Guaranty (including any and all amounts due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwiseunder Section 11 hereof), shall hereinafter be collectively referred to as the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed “Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.”

Guaranty. The Company (a) Guarantor hereby absolutely and unconditionally guarantees to the Administrative Agentpunctual payment when due, each Issuing Lender and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise, without set-off, counterclaim or other reduction whatsoever, of (i) strictly the aggregate outstanding unpaid principal amount of the Loan, (ii) all accrued and unpaid interest on the principal amount of the Loan, and (iii) all other amounts due under the Loan from time to time or under any documents and instruments executed and delivered or assigned to Lender in order to evidence the Loan or evidence or perfect a lien or security interest in collateral for the Loan (the "Collateral Documents"), and any and all extensions, renewals or modifications of any 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 amount due hereunder upon demand in accordance with the terms thereof. The Company hereby further agrees that 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 any of the Guaranteed Obligations are not paid in full when due (involved, whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization the trial or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein appellate levels or in any other of the Loan Documents pre-or the other documents relating to the Guaranteed Obligationspost-judgment or bankruptcy proceedings, in enforcing the obligations of Guarantor hereunder or realizing upon any collateral securing this Guaranty (all of the Company under this Agreement 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 made or entered into by Guarantor, Borrower or any other person or entity in reference to the Obligations (including, without limitation, the Collateral Documents and the other Loan Documents Pledge Agreement, as hereinafter defined) shall not exceed an aggregate amount equal all be hereinafter collectively referred to as the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws"Terms". (b) For purposes hereof, the following terms shall have the following respective meanings:

Guaranty. The Company hereby guarantees to the Administrative Agent, each Issuing Lender For good and each Lender as hereinafter provided, as primary obligor and not as suretyvaluable consideration, the prompt 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 its successors, the full payment and performance and observation of all Indebtedness of the Foreign Borrowers hereunder terms, covenants, conditions, provisions and agreements therein provided to be performed or observed by Tenant, without requiring any notice of nonpayment, non-performance or non-observance, or proof, or notice, or demand, all of which the Administrative Agent, each Issuing Lender undersigned expressly waives. The undersigned expressly agrees that the validity of this guaranty and each the obligations of the Lenders undersigned as guarantor hereunder will in any formno way be terminated, including any and all credit extended and any other obligations owing affected or impaired by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any reason of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, assertion by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal Landlord against Tenant of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization rights or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision remedies reserved to Landlord pursuant to the contrary contained herein provisions of the lease. Landlord may grant extensions of time and other indulgences and may modify, amend and waive any of the terms, covenants, conditions, provisions or agreements of the lease, and discharge or release any 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 Loan Documents 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 documents on any matter whatsoever arising out of, under, or by virtue of any of the terms, covenants, conditions, provisions or agreements 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 the Guaranteed Obligationsthis guaranty, the obligations of unsuccessful party in such action or proceeding shall reimburse the Company successful party for reasonable attorneys' fees and other costs and expenses incurred therein by the successful party. All rights under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal guaranty will inure to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsbenefit of any successors or assigns of Landlord.

Guaranty. The Company hereby (a) Guarantor unconditionally guarantees and promises to pay to Executive, or order, at Executive’s address set forth in Section 4(a) hereof, on demand after the default by Obligor, in lawful money of the United States, any and all Obligations (as hereinafter defined) consisting of payments due to Executive. For purposes of this Guaranty the term “Obligations” shall mean and include all payments owed by Obligor to Executive of every kind and description, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising pursuant to the Administrative Agentterms of Sections 2 and 3 of the Contract (as such Obligations may become due subject to the provisions of the Contract, each Issuing Lender including all notice requirements and each Lender as hereinafter providedcure provisions), as primary obligor including all interest, late fees, charges, expenses, attorneys’ fees and other professionals’ fees chargeable to Obligor or payable by Obligor there under and any costs of collection hereunder, including attorneys’ and other professionals’ fees. (b) This Guaranty is absolute, unconditional, continuing and irrevocable and constitutes an independent guaranty of payment and not as suretyof collect ability (provided that it is subject to Obligor defaulting on any of the Obligations), and is in no way conditioned on or contingent upon any attempt to enforce in whole or in part any of Obligor’s Obligations to Executive, the prompt existence or continuance of Obligor as a legal entity, the consolidation or merger of Obligor with or into any other entity, the sale, lease or disposition by Obligor of all or substantially all of its assets to any other entity, or the bankruptcy or insolvency of Obligor, the admission by Obligor of its inability to pay its debts as they mature, or the making by Obligor of a general assignment for the benefit of, or entering into a composition or arrangement with, creditors. If Obligor or any permitted assignee or successor of Obligor shall fail to pay or perform any Obligations to Executive which are subject to this Guaranty as and when they are due, Guarantor shall forthwith pay to Executive all such liabilities or obligations in immediately available funds. Each failure by Obligor to pay or perform any such liabilities or obligations shall give rise to a separate cause of action, and separate suits may be brought hereunder as each cause of action arises. (c) Executive, may (subject to the provisions of the Contract) at any time and from time to time, without the consent of or notice to Guarantor, except such notice as may be required by applicable statute which cannot be waived, without incurring responsibility to Guarantor, and without impairing or releasing the obligations of Guarantor hereunder, (i) change the manner, place and terms of payment or change or extend the time of payment of, renew, or alter any Obligation hereby guaranteed, or in any manner modify, amend or supplement the terms of the Contract or any documents, instruments or agreements executed in connection therewith, (ii) exercise or refrain from exercising any rights against Obligor or others (including Guarantor) or otherwise act or refrain from acting, (iii) settle or compromise any Obligations hereby guaranteed and/or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all Indebtedness of the Foreign Borrowers hereunder or any part thereof to the Administrative Agentpayment of any obligations and liabilities which may be due to Executive or others, each Issuing Lender and each of the Lenders (iv) sell, exchange, release, surrender, realize upon or otherwise deal with in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the 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 Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein manner or in any other order any property pledged or mortgaged by anyone to secure or in any manner securing the Obligations hereby guaranteed, (v) take and hold security or additional security for any or all of the Loan Documents obligations or the other documents relating to the Guaranteed Obligationsliabilities covered by this Guaranty, the obligations of the Company and (vi) assign its rights and interests under this Agreement Guaranty, in whole or in part. (d) This is a continuing Guaranty for which Guarantor receives continuing consideration and all obligations to which it applies or may apply under the other Loan Documents terms hereof shall not exceed an aggregate amount equal be conclusively presumed to have been created in reliance hereon and this Guaranty is therefore irrevocable without the largest amount that would not render such prior written consent of Executive. (e) Guarantor may bring action to enforce Executive’s obligations subject under the Contract if (i) any proceeding is brought against Guarantor to avoidance under applicable Debtor Relief Lawsseek enforcement of this Guaranty or (ii) Guarantor makes any payment to Executive pursuant to this Guaranty.

Guaranty. The Company Guarantors hereby guarantees jointly and severally unconditionally and irrevocably guarantee the full and prompt payment when due, whether at stated maturity, by acceleration or otherwise, of, and the performance of, (a) the Obligations, whether now or hereafter existing and whether for principal, interest, fees, expenses or otherwise, (b) all Obligations in respect of Swap Contracts owed to any Lender or any Affiliate of a Lender (provided at the time of execution of the Swap Contract related to such Swap Obligations such Lender is a party to the Administrative AgentCredit Agreement, each Issuing Lender herein called a “Guarantied Swap Contract”), (c) all obligations and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness liabilities of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each Form of the Lenders in any form, including any and all credit extended and Guaranty Borrower or any other obligations owing by the Foreign Borrowers Loan Party owed to the Issuing Lenders and the Lenders any Lender arising under or in connection with the Loans Cash Management Obligations, (d) any and Letters 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 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 at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations other Loan Documents and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due Guarantied Swap Contracts (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise), the Company will Guarantors hereby further jointly and severally agree to promptly pay the same after the Guarantors’ receipt of notice from the Administrative Agent of the Borrower’s failure to pay the same, without any other demand or notice whatsoever, and that in including without limitation, any notice having been given to any Guarantor of either the case acceptance by the Guarantied Parties of any extension of time of payment this Guaranty or renewal the creation or incurrence of any of the Guaranteed Guarantied Obligations. This Guaranty is an absolute guaranty of payment and performance of the Guarantied Obligations and not a guaranty of collection, meaning that it is not necessary for the Guarantied Parties, in order to enforce payment by the Guarantors, first or 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 same will be promptly paid contrary, in full when due (whether at extended maturityany action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms result of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents applicable law relating to the Guaranteed Obligationsfraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state law (collectively, “Fraudulent Transfer Laws”), the obligations of the Company any Guarantor under this Agreement and 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 other Loan Documents shall not exceed Borrower to the extent that such Debt would be 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 subordinated to the claims of other creditors as determined in such obligations subject to avoidance under applicable Debtor Relief Lawsaction or proceeding.

Guaranty. The Company (a) Each Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agentpunctual payment when due, each Issuing Lender and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise, of all obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the "Guaranteed Obligations"), and agrees to pay any and all expenses (including reasonable counsel fees and expenses) strictly incurred by the Agent or the Lenders in accordance with enforcing any rights under this Guaranty. Without limiting the terms thereof. The Company hereby further agrees generality of the foregoing, each Guarantor's liability shall extend to all amounts that if any constitute part of the Guaranteed Obligations and would be owed by any Loan Party to any Lender but for the fact that they are unenforceable or not paid in full when allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Loan Party. (whether at stated maturityb) Each Guarantor, and by its acceptance of this Guaranty, the Agent and each Lender, hereby confirms that it is the intention of all such Persons that this Guaranty and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law (as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwisehereinafter defined), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed ObligationsUniform Fraudulent Conveyance Act, the same will be promptly paid in full when due (whether at extended maturityUniform Fraudulent Transfer Act or any similar foreign, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization federal or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision state law to the contrary contained herein or in any other of the Loan Documents or the other documents relating extent applicable to the Guaranteed Obligations, this Guaranty and the obligations of each Guarantor hereunder. To effectuate the Company foregoing intention, the Agent, the Lenders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Agreement and the other Loan Documents Guaranty at any time shall not exceed an aggregate amount equal be limited to the largest maximum amount that would as will result in the obligations of such Guarantor under this Guaranty not render such obligations subject constituting a fraudulent transfer or conveyance. For purposes hereof, "Bankruptcy Law" means any proceeding of the type referred to avoidance under applicable Debtor Relief Lawsin Section 6.1(f) and (g) of the Credit Agreement or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.

Guaranty. The Company (a) To induce the Lenders to make the Loans, the Guarantors hereby guarantees to the Administrative Agenteach absolutely, each Issuing Lender unconditionally and each Lender as hereinafter providedirrevocably guarantee, as primary obligor obligors and not merely as suretysureties, the prompt full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all Indebtedness the Obligations of the Foreign Borrowers hereunder Borrower under this Agreement (such Obligations, 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, and whether enforceable or unenforceable as against any 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 any Bankruptcy Law, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This guaranty constitutes a guaranty of payment and not of collection. (b) Each Guarantor further agrees that, if any payment made by the Borrower or any other person and applied to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit Guarantied Obligations is at any time outstanding during annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid by any Lender or any other holder of Guarantied Obligations (the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers “Guarantied Parties”) to the Administrative AgentBorrower, its estate, trustee, receiver or any other party, including the Guarantors, under any Bankruptcy Law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, each Guarantor’s liability under this Guaranty shall be and remain in full force and effect, as fully as if such payment had never been made or, if prior thereto this Guaranty shall have been cancelled or surrendered, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) Guaranty shall be reinstated in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the 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 Company will promptly pay the same, without any demand or notice whatsoeverforce and effect, and that in the case of any extension of time of payment such prior cancellation or renewal of any of the Guaranteed Obligationssurrender shall not diminish, the same will be promptly paid in full when due (whether at extended maturityrelease, as a mandatory prepaymentdischarge, by acceleration, as a mandatory cash collateralization impair or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, otherwise affect the obligations of each Guarantor in respect of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render of such obligations subject to avoidance under applicable Debtor Relief Lawspayment.

Guaranty. The Company Guarantor hereby guarantees absolutely and unconditionally -------- to Bank, and its successors and assigns, and any person or entity acquiring an interest in the Bank Debt pursuant to the Administrative AgentSyndication Agreement or otherwise ("Syndication Party"), each Issuing Lender and each Lender to Bank in its role as hereinafter providedAgent Bank for the Syndication Parties under the Syndication Agreement (and any Successor Agent Bank under the Syndication Agreement), as primary obligor and not as surety, becomes surety for: (i) the prompt due and punctual payment of all Indebtedness of the Foreign Borrowers hereunder to Bank Debt under the Administrative Agent, each Issuing Lender Loan Agreement and each of the Lenders in any formSyndication Party Notes (and including amounts reflected therein which were originally advanced under the Loan Agreement for RSAs and/or the Loan Agreement for MSAs), including any indebtedness, principal, interest, Loan Fees, Certificate purchase obligations and Funding Losses, all as defined in the Loan Agreement, and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreementexpenses, plus interest, fees, reimbursement obligations, indemnity obligations charges and other amounts owed payable by the Foreign Borrowers Borrower pursuant to the Administrative Agent, the Issuing Lenders Loan Agreement and the Lenders hereunder (collectivelySyndication Party Notes and all related security agreements, the “Guaranteed Obligations”) in full when due (related notes and other related documents, and any renewal, amendment, extension or replacement thereof, whether at stated maturitynow existing or hereafter contracted or incurred, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly and when any of the foregoing shall become due and payable in accordance with the terms thereof. The Company hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether thereof at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise), ; (ii) the Company will promptly pay the same, without any demand or notice whatsoever, full and that in the case timely performance of any extension and all obligations or liabilities of time Borrower to Bank and to each Syndication Party, whether now existing or hereafter contracted or incurred, arising directly or indirectly out of payment or renewal with respect to the Loan Agreement or any related security agreement, related note (including the Syndication Party Notes) or other related document (including without limitation liability for breach of any covenant); and (iii) the full and timely performance of any and all other obligations, indebtedness or liabilities contracted or incurred pursuant to any waiver or change of any provision of the Loan Agreement or any related security agreement, related note or other related document. Guarantor shall also pay all attorneys' fees and other expenses incurred by Bank, in its role as Agent Bank or otherwise, in enforcing any of the Guaranteed Obligationsabove-described indebtedness, the same will be promptly paid obligations or liabilities of Borrower and in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization enforcing or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, collecting the obligations of this Guaranty, or protecting the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.Syndication Parties' or Bank's rights with respect

Guaranty. (a) The Company Guarantor hereby (i) irrevocably, absolutely and unconditionally guarantees to the Administrative Agent, each Issuing Lender and each Lender as hereinafter provided, as primary obligor and not as surety, (A) the prompt payment by Imperial PFC, as and when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all Indebtedness Obligations from time to time owing in respect of the Foreign Borrowers hereunder to the Administrative AgentSettlement Agreement or any other Settlement Document, each Issuing Lender and each whether for payment of the Lenders Outstanding Reimbursement Amount, interest thereon (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding with respect to Imperial PFC, whether or not a claim for post-filing interest is allowed in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interestsuch proceeding), fees, reimbursement obligationscommissions, indemnity obligations expense reimbursements, indemnifications or otherwise, and other amounts owed by the Foreign Borrowers whether accruing before or subsequent to the Administrative Agentcommencement of any Insolvency Proceeding with respect to Imperial PFC (notwithstanding the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), and (B) the Issuing Lenders due performance and observance by Imperial PFC of its other obligations now or hereafter existing in respect of the Lenders hereunder Settlement Documents (the obligations under the preceding clauses (A) and (B), collectively, the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by Lexington in full when due (whether at stated maturityenforcing any rights under this Guaranty. Without limiting the generality of the foregoing, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees Guarantor’s liability shall extend to all amounts that if any constitute part of the Guaranteed Obligations and would be owed by Imperial PFC to Lexington under any Settlement Document, but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any. Credit Party. (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not have any obligation to expend its own funds in the performance of any provision of any Settlement Document, and (z) Lexington shall not obtain any deficiency judgment against the Guarantor with respect to any of the foregoing; provided, however, that: (i) nothing contained herein shall limit or otherwise restrict (A) Lexington’s rights and remedies against any of the Collateral under any other Settlement Document, either at law or equity, including, without limitation, any rights or remedies with respect to the Equity Interests of Imperial PFC, (B) Lexington from bringing any action, suit or proceeding for specific performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C) recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material misrepresentation by the Guarantor in any Settlement Document to which the Guarantor is a party, or (D) the obligations of the Guarantor under any Settlement Document, which obligations are either directly in favor of Lexington or have been assigned to Lexington, each of which may be enforced by and for the benefit of Lexington; and (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud or willful misconduct on the part of the Guarantor or any Non-Corporate Trustee that impairs Lexington’s ability to be repaid under the Settlement Documents occurs or (y) the Guarantor or any Non-Corporate Trustee authorizes, approves, participates in or assists Imperial PFC or the Originator in commencing a voluntary or involuntary case under the Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not paid in full when due promptly deposited directly into the Collection Account (whether at stated maturityother than Collections (i) delivered to the Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the Originator or any Affiliate and promptly removed from such account and deposited into the Collection Account); provided, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any this clause (B)(x), such liability and responsibility of the Guaranteed ObligationsGuarantor shall not exceed the aggregate amount of the Collections not promptly deposited directly into the Collection Account or (y) the applicable Premium Finance Borrower, the same will Originator or Imperial PFC ceases to be promptly paid the legal owner of a Life Insurance Policy in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with violation of the terms of the Settlement Agreement and any Non-Corporate Trustee, the Guarantor and/or an employee of Imperial and/or its Subsidiaries, directly or indirectly, caused, or assisted another Person in, the transfer of legal title of such extension Life Insurance Policy from the applicable Premium Finance Borrower, the Originator or renewal. Notwithstanding any provision Imperial PFC to another Person; provided, that in the contrary contained herein or in any other case of this clause (B)(y), such liability and responsibility of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents Guarantor shall not exceed an aggregate amount equal the limit of liability under the related coverage certificate issued under the LPIC Policy. (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any manner the rights, powers and privileges of Lexington against the Guarantor under any other Settlement Document to which the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief LawsGuarantor is a party.

Guaranty. The Company Guarantor, hereby guarantees to the Administrative Agentabsolutely, each Issuing Lender unconditionally and each Lender as hereinafter providedirrevocably guarantees, as primary obligor and not merely as surety, (a) all obligations and payments by the Borrower of: (i) the principal of and premium, if any, and interest at the prompt payment rate specified in the Loan Agreements (including interest accruing during the pendency of all Indebtedness any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding ("Post-Petition Interest") under the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, Loan Agreements (including any reimbursement obligation for disbursements and all credit extended interest (including Post-Petition Interest) when and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreementas due, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated scheduled maturity, as a mandatory date set for prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise, and (ii) strictly the prompt performance of all covenants, agreements, obligations and liabilities of the Borrower to the Lender under or in accordance with respect of the terms thereofLoan Agreements, when and as due, including fees, costs, expenses (including, without limitation, reasonable fees and expenses of counsel incurred by the Lender in enforcing any rights under this Agreement or the Loan Agreements, contract causes of action and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding); and Guaranty Agreement –Focus Venture Partners, Inc. (b) all such obligations in subsection (a), whether now or hereafter existing, being referred to collectively as the "Obligations". The Company hereby Guarantor further agrees that if any all or part of the Guaranteed Obligations are may be increased, extended, substituted, amended, renewed or otherwise modified without notice to or consent from such Guarantor and such actions shall not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), affect the Company will promptly pay liability of such Guarantor hereunder. Without limiting the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any generality of the Guaranteed Obligationsforegoing, Guarantor's liability shall extend to all amounts that constitute part of the same will Obligations and would be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision owed to the contrary contained herein Lender under or in any other respect of the Loan Documents Agreements, but for the fact that they are unenforceable or the other documents relating not allowable due to the Guaranteed Obligationsexistence of a bankruptcy, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsreorganization or similar proceeding involving Borrower.

Guaranty. The Company hereby guarantees FOR VALUE RECEIVED, and in consideration of and as an inducement to the Administrative Agentexecution of the attached Lease Agreement, each Issuing Lender dated as of February 17, 2004, by and each Lender as hereinafter providedbetween PERIMETER CENTER PARTNERS, as primary obligor Landlord, and not TAILORED BUSINESS SYSTEMS, INC., as suretyTenant, the prompt undersigned (hereinafter referred to as "Guarantor") does hereby absolutely guarantee to Landlord the full and complete payment of the rent and other charges to Landlord to be paid by Tenant under said Lease Agreement and the full and complete performance by said Tenant of all of the other terms, conditions, covenants, and agreements of said Lease Agreement. Guarantor agrees that (a) Landlord may, in his discretion, extend the time or manner of payment of all Indebtedness or any part of the Foreign Borrowers hereunder rent under said Lease Agreement without notice to the Administrative Agent, each Issuing Lender and each or consent of the Lenders in Guarantor, and (b) that Landlord may exercise or forebear from exercising any formrights against the Tenant under said Lease Agreement or otherwise act or forebear from acting, including and may settle or compromise any and rent which may become due under said Lease Agreement without notice to or consent of Guarantor or grant or make any accommodation, alteration, modification, indulgence to Tenant, all credit extended and any other without releasing Guarantor from its obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereoflimiting or impairing its liability. The Company hereby undersigned further agrees that if any of the 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 Company will promptly pay the same, without any demand or notice whatsoeverits liability under this Guaranty shall be primary, and that in any right of action which shall accrue to Landlord under said Lease Agreement, the case Landlord may, at his option, proceed against the undersigned without having commenced any action, or having obtained any judgment and without first attempting to collect or proceed against Tenant. This Guaranty shall be binding upon the respective successors and assigns of Guarantor and shall inure to the benefit of the successor, personal representatives and assigns of Landlord. The obligations and liability of Guarantor shall not be affected, impaired or limited by (a) the release or discharge of the Tenant in any creditors' receivership, bankruptcy or other proceedings; (b) the impairment, limitation or modification of the liability of the Tenant or its estate in bankruptcy, or of any extension remedy for the enforcement of time of payment or renewal the Tenant's liability under the lease, resulting from the operation of any present or future provision of the Guaranteed Obligations, Bankruptcy Code or other statute or from the same will be promptly paid decision in full when due any court; (whether at extended maturityc) the rejection or disaffirmance of the lease in any such proceedings; or (d) the cessation from any cause whatsoever of the liability of the Tenant. The undersigned further represents to the Landlord, as an inducement for him to make said lease, that the undersigned has a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) financial interest in accordance with the terms Tenant. The liability of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under each Guarantor executing this Agreement Guaranty shall be joint and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsseveral.

Guaranty. The Company Guarantor hereby guarantees absolutely and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of the Canadian Borrower in the currency such indebtedness or liability was incurred to the 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, each Issuing Lender and each Lender as hereinafter providedJPMorgan Chase Bank, N.A., acting through its Toronto branch, as primary obligor Canadian Administrative Agent and not Canadian L/C Issuer, and the other Banks a party thereto (as suretyamended, supplemented or otherwise modified from time to time, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any “Credit Agreement”; capitalized terms being used herein as defined therein unless otherwise defined herein) and all credit extended instruments, agreements and any other obligations owing by the Foreign Borrowers to the Issuing Lenders documents of every kind and the Lenders nature now or hereafter executed in connection with the Loans Credit Agreement (including all renewals, extensions and Letters of Credit at any time outstanding during the term of this Agreementmodifications thereof and all costs, plus interest, fees, reimbursement obligations, indemnity obligations Attorney Costs and other amounts owed expenses incurred by the Foreign Borrowers to Canadian Administrative Agent or any Canadian Bank in connection with the Administrative Agent, the Issuing Lenders and the Lenders hereunder collection or enforcement thereof) (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof). The Company hereby further agrees that if any Canadian Administrative Agent’s and each Canadian Bank’s books and records showing the amount of the 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), shall be binding upon the Company will promptly pay Guarantor and conclusive absent manifest error for the same, without any demand or notice whatsoever, and that in purpose of establishing the case of any extension of time of payment or renewal of any amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, the same will be promptly paid in full when due (whether at extended maturityvalidity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization regularity or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other enforceability of the Loan Documents Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the other documents existence, validity, enforceability, perfection, or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations, Obligations which might otherwise constitute a defense to the obligations of the Company Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief LawsGuaranty.

Guaranty. The Company Guarantor hereby guarantees to the Administrative Agent, each Issuing Lender absolutely and each Lender as hereinafter providedunconditionally guarantees, as primary obligor a guaranty of payment and performance and not merely as suretya guaranty of collection, the prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended existing and future 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, arising under that certain Credit Agreement dated June 27, 2006 between the Borrower and the Lender (the “Credit Agreement”) and any of the other obligations owing Loan Documents (as defined therein) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Foreign Borrowers to the Issuing Lenders and the Lenders Lender in connection with the Loans collection or enforcement thereof), and Letters whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the 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 Credit at 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 including interest that accrues after the commencement by or against the Borrower of any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof). The Company hereby further agrees that if any Lender’s books and records showing the amount of the Guaranteed Obligations are not paid shall be admissible in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization evidence in any action or otherwise), the Company will promptly pay the same, without any demand or notice whatsoeverproceeding, and that in shall be binding upon the case Guarantor and conclusive for the purpose of any extension of time of payment or renewal of any establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, the same will be promptly paid in full when due (whether at extended maturityvalidity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization regularity or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other enforceability of the Loan Documents Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the other documents existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations, Obligations which might otherwise constitute a defense to the obligations of the Company Guarantor under this Agreement Guaranty, and the other Loan Documents shall not exceed an aggregate amount equal Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsforegoing.

Guaranty. The Company Each Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agent, each Issuing Lender and each Lender as hereinafter providedits successors, as primary obligor endorsees, transferees and not as suretyassigns, the full and prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory by required prepayment, by declaration, acceleration, as a mandatory cash collateralization demand or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any and performance of the Guaranteed Obligations are not paid in full when due (whether at stated maturityindebtedness, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, liabilities and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company Borrower to the Lender under this Agreement or in connection with the Credit Agreement, the Note and the other Loan Documents shall not exceed an aggregate amount equal 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 Borrower to the largest amount that would Lender thereunder or in connection therewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not render due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations subject to avoidance may be or hereafter become unenforceable or shall be an allowed or disallowed claim under applicable any Debtor Relief LawsLaw, and including interest that accrues after the commencement by or against any Loan Party or any Affiliate thereof of any Insolvency Proceeding naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 15), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. The Company hereby guarantees to CREDIT CASH NJ, LLC (“Lender”) has entered into a Credit Card Receivables Advance Agreement (“Loan Agreement”) dated as of January ___, 2020 with XpresSpa JFK Terminal 1, LLC, XpresSpa S.F. International, LLC, XpresSpa at Term. 4 JFK, LLC, XpresSpa Pittsburgh A, LLC, XpresSpa Philadelphia Airport, LLC, Spa Products Import & Distribution Co., LLC, XpresSpa Las Vegas Airport, LLC, XpresSpa MSP Airport, LLC, XpresSpa LAX Airport, LLC, XpresSpa Salt Lake City, LLC, XpresSpa J▇▇▇ ▇▇▇▇▇ Airport, LLC, XpresSpa Orlando, LLC, XpresSpa Washington R▇▇▇▇▇, LLC, XpresSpa Houston Hobby, LLC (individually and collectively, jointly and severally the Administrative Agent“Borrower”), each Issuing Lender and each Lender as hereinafter provided, as primary obligor in consideration of One ($1.00) Dollar and not as suretyother good and valuable consideration, the receipt and sufficiency of which are hereby duly acknowledged, the undersigned jointly and severally unconditionally guaranty to Lender, its successors and assigns, Borrower’s full and prompt payment, performance and discharge of each and every obligation of Borrower under said Loan Agreement and under all instruments given or executed by Borrower in connection therewith, and the full and prompt payment of all Indebtedness other obligations of Borrower to Lender, wherever and however arising, direct or indirect, absolute or contingent, all whether presently existing or hereafter arising, including, without limitation, all costs of collection, including attorney’s fees. The liability of the Foreign Borrowers hereunder to undersigned under this Guaranty shall be direct, immediate, absolute, continuing, unconditional and unlimited and not conditional or contingent upon the Administrative Agentpursuit by the Lender of whatever remedies it may have against the Borrower or the Borrower’s successors, each Issuing Lender executors, administrators or assigns, or the collateral or liens it may possess, and each this Guaranty shall be a continuing guaranty of the Lenders in any form, including payment of any and all credit extended and any other obligations owing to Lender either made, endorsed or contracted by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at Borrower, or any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any successor of the Guaranteed Obligations are not paid Borrower and of all extensions or renewals thereof in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein whole or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawspart.

Guaranty. The Company hereby Guarantor absolutely and unconditionally guarantees to the Administrative Agentpunctual payment when due, each Issuing Lender and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with , of all indebtedness and obligations of Borrower now or later existing under the terms thereof. The Company hereby further agrees that if any of the 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)Note, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case Deed of any extension of time of payment or renewal of any of the Guaranteed ObligationsTrust, the same will be promptly paid in full when due (whether at extended maturityother Security Documents, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal (defined in the Loan Agreement) and the Environmental Indemnity, whether for principal, interest, fees, expenses, or otherwise including, without limitation, all real property taxes and assessments affecting the Property, all costs and expenses, including insurance premiums, of maintaining in full force all policies of insurance required pursuant to the largest Deed of Trust, all costs and expenses, including repair and maintenance costs, required in order to maintain the Property in the condition required under the Deed of Trust and all indebtedness and obligations incurred by Borrower under the indemnity provisions of the Environmental Indemnity. The terms “indebtedness” and “obligations” are used in their most comprehensive sense and include all debts, obligations, and liabilities of Borrower incurred or created, with or without notice to Guarantor, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether Borrower is liable individually or jointly with others, and whether recovery on any indebtedness or obligations is now or later becomes barred by any statute of limitations or is or later becomes otherwise unenforceable, or shall be an allowed or disallowed claim under the Bankruptcy Code or other applicable law. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor in connection with this Guaranty shall hereinafter be collectively referred to as the “Obligations.” Notwithstanding the foregoing, the liability of Guarantor under this Guaranty shall initially be limited to the principal amount that would not render such obligations of Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00), subject to avoidance reduction as follows: (i) Between the Closing and the end of the Fourth Loan Year, for each Loan Year in which a Debt Service Coverage Ratio of not less than 1.20:1.00 is achieved, the maximum principal amount of Guarantor’s liability under applicable Debtor Relief Lawsthis Guaranty shall be reduced by Seventy-Five Thousand and 00/100 Dollars ($75,000.00), effective on the first day of the following Loan Year. By way of example, if Borrower achieves a Debt Service Coverage Ratio of not less than 1.20:1.00 during the First, Second, Third and Fourth Loan Years, the maximum principal amount of Guarantor’s liability under this Guaranty during the Fifth Loan Year will be One Hundred Thousand and 00/100 Dollars ($100,000.00). In no event shall the maximum principal amount of Guarantor’s liability under this Guaranty during the Fifth Loan Year be less than One Hundred Thousand and 00/100 Dollars ($100,000.00). (ii) If (1) Borrower has achieved a Debt Service Coverage Ratio of not less than 1.20:1.00 as of the end of each of the Fourth Loan Year and the Fifth Loan Year, or if Borrower achieves a Debt Service Coverage Ratio of not less than 1.20:1.00 as of the end of each of two subsequent and consecutive Loan Years beginning with the Sixth Loan Year, and (2) at that time the Debt Service Reserve is fully funded in the amount of $700,000, or more, then the Lender will release ▇▇▇▇▇▇▇ from further liability under this Guaranty.

Guaranty. The Company Guarantor hereby (a) unconditionally and irrevocably guarantees to the Administrative Agent, each Issuing Lender punctual payment and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full performance when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of all of the Guaranteed Obligations are Indebtedness, and (b) agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees and related expenses) incurred by the TBCC in enforcing any rights under this Guaranty. As used herein, "Indebtedness" means and includes all loans (including the Loans), advances, debts, liabilities, obligations, covenants and duties owing by Borrower to TBCC of any kind or nature, present or future, whether or not paid evidenced by any note, guaranty or other instrument, which may arise under, out of, or in full when due connection with, any present or future Loan and Security Agreement between Borrower and TBCC (the "Loan Agreement"), any other Loan Document or any other agreement executed in connection herewith or therewith, whether at stated maturityor not for the payment of money, as whether arising by reason of an extension of credit, opening, guaranteeing or confirming of a mandatory prepaymentletter of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by accelerationassignment, as a mandatory cash collateralization purchase, discount or otherwise), the Company will promptly pay the samewhether absolute or contingent, due or to become due, now due or hereafter arising and however acquired. The term "Indebtedness" includes, without any demand limitation, all interest (including interest accruing on or notice whatsoeverafter an Insolvency Event, whether or not an allowed claim), charges, expenses, commitment, facility, closing and collateral management fees, letter of credit fees, reasonable attorneys' fees, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of sum properly chargeable to Borrower under the Loan Documents or the other documents relating to the Guaranteed ObligationsAgreement, the obligations of the Company under this Agreement and the other Loan Documents or any other agreement executed in connection herewith or therewith. (Capitalized terms used in this Guaranty, which are not defined, shall not exceed an aggregate amount equal to have the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsmeanings set forth in the Loan Agreement.)

Guaranty. The Company Each Guarantor hereby unconditionally and irrevocably guarantees to the Administrative AgentGuaranteed Parties, each Issuing Lender and each Lender as hereinafter providedtheir respective successors, as primary obligor endorsees, transferees and not as suretyassigns, the full and prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory by required prepayment, by declaration, acceleration, as a mandatory cash collateralization demand or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any and performance of the Guaranteed Obligations are not paid in full when due (whether at stated maturityindebtedness, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, liabilities and that in the case of any extension of time of payment or renewal of any other obligations of the Guaranteed Obligations, the same will be promptly paid in full when due Borrower (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwisei) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed ObligationsParties under or in connection with the Credit Agreement, the obligations of the Company under this Agreement Notes and the other Loan Documents shall not exceed an aggregate amount equal 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 Borrower to the largest amount that would Guaranteed Parties thereunder or in connection therewith, (ii) to the Swap Obligation Providers arising under any Swap Contract, including obligations and liabilities arising in connection with or as a result of early termination of any Swap Contract, whether or not render occurring as a result of a default thereunder, and (iii) to the FX/Cash Management Obligation Providers arising under any FX/Cash Management Agreement. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations subject to avoidance may be or hereafter become unenforceable or shall be an allowed or disallowed claim under applicable any Debtor Relief LawsLaw, and including interest that accrues after the commencement by or against any Loan Party or any Affiliate thereof of any Insolvency Proceeding naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 15), shall hereinafter be collectively referred to as the “Guaranteed Obligations.”

Guaranty. The Company Guarantor hereby guarantees to the Administrative Agentabsolutely, each Issuing Lender unconditionally and each Lender as hereinafter providedirrevocably guarantees, as primary obligor and not merely as surety, , (a) the due and prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to Parent of: (i) the Issuing Lenders principal of and premium, if any, and interest at the Lenders rate specified in connection with the Loans and Letters of Credit at any time outstanding Notes (including interest accruing during the term pendency of this Agreementany bankruptcy, plus interestinsolvency, feesreceivership or other similar proceeding, reimbursement obligationsregardless of whether allowed or allowable in such proceeding (“Post-Petition Interest”)) on the Notes (including Post-Petition Interest), indemnity obligations when and other amounts owed by the Foreign Borrowers to the Administrative Agentas due, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated scheduled maturity, as a mandatory date set for prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise, and (ii) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the 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 Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any all other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the monetary obligations of the Company Parent to the Secured Parties under the Notes, when and as due, including fees, costs, expenses (including, without limitation, fees and expenses of counsel incurred by the Secured Parties in enforcing any rights under this Agreement or the Notes), contract causes of action and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding); (b) the due and prompt performance of all covenants, agreements, obligations and liabilities of the Parent under or in respect of the Notes; and (c) the due and prompt payment and performance of all covenants, agreements, obligations and liabilities of the Guarantor under or in respect of this Agreement and the other Loan Documents Notes, all such obligations in subsections (a) through (c), whether now or hereafter existing, being referred to collectively as the “Obligations.” The Guarantor further agrees that all or part of the Obligations may be increased, extended, substituted, amended, renewed or otherwise modified without notice to or consent from the Guarantor and such actions shall not exceed an aggregate amount equal affect the liability of the Guarantor hereunder. Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Obligations and would be owed by Parent to the largest amount Secured Parties under or in respect of the Notes but for the fact that would they are unenforceable or not render such obligations subject allowable due to avoidance under applicable Debtor Relief Lawsthe existence of a bankruptcy, reorganization or similar proceeding involving the Parent.

Guaranty. The Company (a) To induce the Lenders to make the Loans and the Issuers to Issue Letters of Credit, the U.S. Borrower (the “Euro Borrower Guarantor”) hereby guarantees to the Administrative Agentabsolutely, each Issuing Lender unconditionally and each Lender as hereinafter providedirrevocably guarantees, as primary obligor and not merely as surety, the prompt full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all Indebtedness the Obligations of the Foreign Euro Borrowers hereunder under this Agreement (such Obligations, 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, and whether enforceable or unenforceable as against any Euro 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 such proceeding), fees and costs of collection. This guaranty constitutes a guaranty of payment and not of collection. (b) The Euro Borrower Guarantor further agrees that, if any payment made by any of the Euro Borrowers or any other person and applied to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit Guarantied Obligations is at any time outstanding during annulled, CREDIT AGREEMENT FMC CORPORATION avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, any Lender or Issuer or any other holder of Guarantied Obligations (the term of this Agreement“Guarantied Parties”) to any Euro Borrower, plus interestits estate, feestrustee, reimbursement obligationsreceiver or any other party, indemnity obligations and other amounts owed by including the Foreign Borrowers Euro Borrower Guarantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the Administrative Agentextent of such payment or repayment, the Issuing Lenders Euro Borrower Guarantor’s liability under this Section 10.1 shall be and the Lenders hereunder (collectivelyremain in full force and effect, as fully as if such payment had never been made or, if prior thereto this guaranty set forth in this Section 10.1 shall have been cancelled or surrendered, the “Guaranteed Obligations”) guaranty set forth in this Section 10.1 shall be reinstated in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the 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 Company will promptly pay the same, without any demand or notice whatsoeverforce and effect, and that in the case of any extension of time of payment such prior cancellation or renewal of any of the Guaranteed Obligationssurrender shall not diminish, the same will be promptly paid in full when due (whether at extended maturityrelease, as a mandatory prepaymentdischarge, by acceleration, as a mandatory cash collateralization impair or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, otherwise affect the obligations of the Company under this Agreement and Euro Borrower Guarantor in respect of the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render of such obligations subject to avoidance under applicable Debtor Relief Lawspayment.

Guaranty. The Company Guarantor hereby guarantees to the Administrative Agent, each Issuing Lender absolutely and each Lender as hereinafter providedunconditionally guarantees, as primary obligor a guaranty of payment and performance and not merely as suretya guaranty of collection, the prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended existing and any future 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 Borrower to the Lender Parties under the Credit Agreement and the other obligations owing Loan Documents (including the L/C Obligations and the L/C Issuer Documents) (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Foreign Borrowers to the Issuing Lenders and the Lenders Lender Parties in connection with the Loans collection or enforcement thereof), and Letters whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against Borrower or Guarantor under the Bankruptcy Code (Title 11, United States Code), any successor statute or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of Credit at 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 including interest that accrues after the commencement by or against Borrower of any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with ). Administrative Agent’s books and records showing the terms thereof. The Company hereby further agrees that if any amount of the Guaranteed Obligations are not paid shall, absent manifest error, be admissible in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization evidence in any action or otherwise), the Company will promptly pay the same, without any demand or notice whatsoeverproceeding, and that in shall be binding upon Guarantor and conclusive for the case purpose of any extension of time of payment or renewal of any establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, the same will be promptly paid in full when due (whether at extended maturityvalidity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization regularity or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other enforceability of the Loan Documents Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the other documents existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations (other than payment in full of the Guaranteed Obligations, ) which might otherwise constitute a defense to the obligations of the Company Guarantor under this Agreement Guaranty, and Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsforegoing.

Guaranty. The Company Each Guarantor hereby unconditionally and irrevocably guarantees to the Administrative AgentGuaranteed Parties, each Issuing Lender and each Lender as hereinafter providedtheir respective successors, as primary obligor endorsees, transferees and not as suretyassigns, the full and prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory by required prepayment, by declaration, acceleration, as a mandatory cash collateralization demand or otherwise) strictly and performance of (i) the indebtedness, liabilities and other obligations of the Borrower to the Lender under or in accordance connection with the terms thereof. The Company hereby further agrees that if any Credit Agreement, the Notes and the other Loan Documents, including all unpaid principal of the Guaranteed Obligations are not paid Loans, all interest accrued thereon, all fees due under the Credit Agreement and all other amounts payable by the Borrower to the Lender thereunder or in full when due connection therewith, and (whether at stated maturityii) all other indebtedness, liabilities and other obligations of the Borrower to the Lender and the Lender Affiliates, including any financial accommodation extended to the Borrower by the Lender or the Lender Affiliates (other than pursuant to the Credit Agreement) in respect of or in connection with any (A) foreign exchange and cash management services (including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements), or (B) transactions under any Swap Contract, including obligations and liabilities arising in connection with or as a mandatory prepaymentresult of early termination of any Swap Contract, by acceleration, whether or not occurring as a mandatory cash collateralization or otherwiseresult of a default thereunder (such indebtedness, liabilities and other obligations described in this clause (ii), collectively, the Company will promptly pay the same“Other Obligations”, without any demand or notice whatsoever, and provided that in the case of any extension of time the Other Obligations the agreement or instrument evidencing such Other Obligations expressly states that such Other Obligations are entitled to the benefits of payment this Guaranty). The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or renewal hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that accrues after the commencement by or against the Borrower or any Affiliate thereof of any of proceeding under any Debtor Relief Laws naming such Person as the Guaranteed Obligationsdebtor in such proceeding. The foregoing indebtedness, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any liabilities and other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under this Agreement and Section 15), shall hereinafter be collectively referred to as the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws“Guaranteed Obligations.”

Guaranty. The Company In order to induce Lender to enter into the above Loan Agreement and make the Loan, Jubilant Life Sciences Holdings, Inc., a Delaware corporation (“Guarantor”), hereby guarantees guaranties the full, prompt and unconditional payment when due, of each and every liability and obligation of Borrower owing to the Administrative Agentto the Lender under this Loan Agreement and/or the Note, when and as the same shall become due, whether at the stated maturity date, by acceleration, on demand or otherwise, and the full, prompt, and unconditional performance of each Issuing Lender and each Lender every term and condition of any covenant to be performed by Borrower under this Agreement and/or the Note (all liabilities, obligations and covenants of Borrower under this Loan Agreement and the Note are collectively referred to as hereinafter providedthe “Loan Obligations”). This guaranty is absolute, continuing and unconditional and irrevocable and is a guaranty of payment and performance as a primary obligor, not a guaranty of collection. Guarantor waives any right to require Lender, as primary obligor and not as surety, the prompt a condition of payment of all Indebtedness of the Foreign Borrowers or performance Guarantor hereunder to proceed against Borrower or any other person or entity or to pursue any other remedy or enforce any other right. To the Administrative Agentextent permitted by applicable law, each Issuing Lender Guarantor unconditionally waives diligence, demand or notice of any kind whatsoever with respect to this guaranty or the Loan Obligations or with respect to any condition or circumstance whatsoever that might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or that might otherwise limit recourse against Guarantor. Until such time as the Loan Obligations and each all liabilities, obligations and covenants of Borrower under the Lenders 2011 Loan Agreement and the promissory note executed in any formconnection therewith have been fully and indefeasibly been repaid to Lender, including Guarantor hereby irrevocably and unconditionally waives and relinquishes any and all credit extended statutory, contractual, common law, equitable or other rights and any other obligations owing by claims the Foreign Borrowers to the Issuing Lenders and the Lenders Guarantor may have against Borrower in connection with the Loans and Letters Loan Obligations, including, without limitation, any claim (i) to seek reimbursement, contribution, indemnification, set-off or other recourse from or against Borrower in connection with any payment by Guarantor pursuant to this Guaranty, or (ii) to be subrogated to the Lender’s rights under this Loan Agreement and/or the Note upon the Guarantor’s performance under this Guranty. Guarantor shall not have the right to consent to, or receive any notice of, any supplement to or amendment, waiver or modification of Credit at any time outstanding during the term terms of this AgreementLoan Agreement or the Note, plus interest, fees, reimbursement obligations, indemnity obligations and no notice or demand on Guarantor shall entitle Guarantor to any other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) notice or demand in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the 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 Company will promptly pay the same, without similar or any demand other circumstances. Borrower and Lender may renew, extend, change or notice whatsoevermodify the time, and that in the case manner, place or terms of payment, performance or observance 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, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other all of the Loan Documents Obligations and settle or compromise any or all of such Loan Obligations all in such manner and upon such terms as the Borrower and Lender may deem proper, without notice to or further assent of Guarantor. Guarantor shall remain bound under this Guaranty notwithstanding such renewal, extension, change, modification, release, settlement or compromise. No failure on the part of Lender, or delay by Lender, in exercising any right under or with respect to this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other further exercise thereof or the exercise of any other documents relating to the Guaranteed Obligations, the obligations right of the Company under Lender with respect to this Guaranty. The terms and provisions of Paragraphs 19, 22, 24, 27 and 29 of the Loan Agreement shall apply mutatis mutandis to this Guaranty, as if this Guaranty were the Loan Agreement and the other Loan Documents shall not exceed an aggregate amount equal Guarantor was a party to the largest amount Loan Agreement as Borrower. For the avoidance of doubt, any capitalized term used in this Guaranty that would is not render such obligations subject otherwise defined in this Guaranty shall have the meaning ascribed to avoidance under applicable Debtor Relief Laws.it in the above Loan Agreement. By: /s/ R▇▇▇▇ ▇▇▇▇▇▇▇ Name: R▇▇▇▇ ▇▇▇▇▇▇▇ Title: Treasurer Date: January 30, 2013 January 30, 2013

Guaranty. The Company (a) Guarantors hereby guarantees jointly and severally unconditionally guarantee to each Guaranteed Party (i) the punctual payment when due of each and every obligation for the payment of money (including, without limitation, pursuant to any indemnity provision) of Lessee or Service Provider to such Guaranteed Party to the Administrative Agent, each Issuing Lender extent of such Guaranteed Party’s rights to such payments under any Document now or hereafter arising under any such Document (as such payment obligations are set forth therein and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder which obligations are subject to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended terms, conditions and limitations now or hereafter set forth therein), (ii) the due and punctual payment of any and all money damages for breach or default by Lessee or Service Provider in respect of their respective representations, warranties, covenants and other obligations owing now or hereafter arising under any Document (“Damages”) and (iii) any and all reasonable fees and expenses (including, without limitation, reasonable attorneys’ fees subject to the same limitations, if any, imposed on such fees and expenses in the Documents) incurred by each Guaranteed Party in enforcing any rights of each Guaranteed Party under this Guaranty. In the event that any of the foregoing obligations for the payment of money or liabilities for Damages of Lessee or Service Provider, as the case may be, under any of the Documents, shall not be paid when due, Guarantors will immediately pay such obligations (to the extent that such obligations have not been paid when due by the Foreign Borrowers Lessee or Service Provider) for the payment of money or liabilities for Damages; provided that in the event that the payment of an obligation for the payment of money or liability for Damages is required of Guarantors hereunder, Guarantors may cause such obligation or liability to be paid on their behalf by any entity affiliated with them. Such obligations for the Issuing Lenders payment of money and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers liabilities for Damages are collectively referred to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, herein as the “Guaranteed Obligations”) in full when due (whether at stated maturity.” For purposes of this Guaranty, the terms “Lessee” and “Service Provider” shall mean each of Lessee and Service Provider, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly such terms are respectively defined in accordance with Appendix A to the terms thereof. The Company hereby further agrees that if any of the 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 Company will promptly pay the same, without any demand or notice whatsoeverParticipation Agreement, and that in the case of any extension of time of payment each successor to or renewal assignee or delegate of any of the Guaranteed Obligationstheir respective obligations under any Document. As used herein, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization Lessee shall also include any Assignee or otherwiseUser of Lessee pursuant to Section 6(c) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief LawsLease.

Guaranty. The Company 14.1 For and in consideration of the Credit Extensions by the Lenders to Borrower hereunder, and acknowledging that Agent and the Lenders would not enter into this Agreement without the benefit of this guaranty, Guarantors hereby guarantees to the Administrative Agent, each Issuing Lender unconditionally and each Lender as hereinafter provided, as primary obligor and not as surety, irrevocably guarantee the prompt and complete payment of all Indebtedness of the Foreign Borrowers hereunder amounts that Borrower owes to the Administrative Agent, each Issuing Agent and any Lender and each performance by Borrower of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the 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 Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents in strict accordance with their respective terms. This guaranty is a continuing guaranty that covers, without limitation, new debts incurred by Borrower under the Loan Documents. 14.2 If Borrower does not pay any amount or perform its obligations in strict accordance with the Loan Documents, Guarantors shall not exceed an aggregate amount equal immediately pay all amounts due thereunder (including, without limitation, all principal, interest and fees) and otherwise proceed to complete the same and satisfy all of Borrower’s obligations under the Loan Documents. 14.3 The obligations hereunder are joint and several, and the obligations hereunder are independent of the obligations of Borrower and any other Person or entity, and a separate action or actions may be brought and prosecuted against Guarantors whether action is brought against Borrower or whether Borrower be joined in any such action or actions. Guarantors waive the benefit of any statute of limitations affecting their liability hereunder, or the enforcement thereof, to the largest amount that would extent permitted by Applicable Law. Guarantors’ liability under this guaranty is not render conditioned or contingent upon the genuineness, validity, regularity or enforceability of the Loan Documents. 14.4 Guarantors authorize Agent and each Lender, without notice or demand and without affecting their liability hereunder, from time to time to (a) renew, extend or otherwise change the terms of the Loan Documents or any part thereof; (b) take and hold security for the payment of this guaranty or the Loan Documents in accordance with this Agreement, and exchange, enforce, waive and release any such obligations subject security; and (c) apply such security and direct the order or manner of sale thereof as Agent and each Lender in their sole discretion may determine in accordance with this Agreement. 14.5 Guarantors waive any right to avoidance under applicable Debtor Relief Laws.require Agent or any Lender to (a) proceed against Borrower, any other Guarantor or any other Person;

Guaranty. The Company RAC hereby guarantees to guaranties the Administrative Agent, each Issuing Lender full and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment and performance of all Indebtedness debts, liabilities and obligations of ColorTyme to Lender arising out of or in any way related to this Agreement (as amended, restated or otherwise modified), whether for principal, interest (including any interest which, but for the application of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each provisions of the Lenders in any formBankruptcy Code, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreementwould have accrued on such amounts), plus interest, feespremium, reimbursement obligations, fees, costs, expenses, recourse or indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed "Obligations”) in full when due (whether at stated maturity"). RAC represents and warrants to Lender that it will receive a substantial economic benefit from the financing provided by Lender pursuant to this Agreement, as a mandatory prepaymentand acknowledges that Lender would not provide such financing if it did not receive this guaranty. RAC hereby waives promptness, by accelerationdiligence, as a mandatory cash collateralization notice of acceptance and any other notice with respect to the Obligations or otherwise) strictly in accordance with the terms thereofthis guaranty, and any requirement that Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto, or exhaust any right or take any action against ColorTyme or any other person or entity or any collateral. The Company hereby further agrees that if liability of RAC under this guaranty shall be absolute, unconditional, irrevocable and continuing, irrespective of any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations are not paid Obligations, or any other amendment or waiver of or any consent to departure from the terms of the Obligations. RAC hereby consents to any and all extensions or other indulgences granted by Lender to ColorTyme and consents to the release or substitution of any or all collateral securing the Obligations. RAC hereby irrevocably waives any and all rights it may now or hereafter have under any agreement or at law or in full when due equity (whether at stated maturityincluding, without limitation, any law subrogating it to the rights of Lender) to assert any claim or seek contribution, indemnification or any other form of reimbursement from ColorTyme for any payment made by RAC under or in connection with this guaranty. This guaranty shall continue to be effective or be reinstated, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of may be, if at any extension of time of any payment or renewal of any of the Guaranteed ObligationsObligations is rescinded or must otherwise be returned by Lender upon the insolvency, bankruptcy or reorganization of ColorTyme or otherwise, all as though such payment had not been made. RAC agrees that in light of the immediately foregoing waivers, the same will execution of this Guaranty shall not be promptly paid in full when due (whether at extended maturitydeemed to make RAC a "creditor" of ColorTyme, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms and that for purposes of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other Sections 547 and 550 of the Loan Documents or the other documents relating to the Guaranteed ObligationsBankruptcy Code, the obligations of the Company under this Agreement and the other Loan Documents RAC shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsbe deemed a "creditor" of ColorTyme.

Guaranty. The Company hereby guarantees (a) Subject to the Administrative Agentprovisions of this Section 17, each Issuing Lender and each Lender as hereinafter providedGuarantor, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term execution of this Agreement, plus interestjointly and severally, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder unconditionally guarantees (collectively, the “Guaranteed ObligationsGuaranty”) in full to Lender (i) the due and punctual payment of the principal of and interest on the Loan, when and as the same shall become due (and payable, whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise) strictly , 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 thereof. The Company hereby further agrees that if any of the 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 Company will promptly pay the same, without any demand or notice whatsoeverLoan Documents, and that (ii) in the case of any extension of time of payment or renewal of the Loan or any of the Guaranteed such other Obligations, that the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) performed in accordance with the terms of such the extension or renewal, at stated maturity, by acceleration or otherwise. Notwithstanding Each Guarantor, by execution of this Agreement, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any provision invalidity, irregularity or unenforceability of any Loan Document, any failure to enforce the contrary contained herein provisions of any such Loan Document, any waiver, modification or in 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 for payment, filing of claims with a court in the event of merger or bankruptcy of Borrower, any right to require a proceeding first against Borrower, protest or notice with respect to the Loan Documents or the other documents relating Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guaranty will not be discharged as to the Guaranteed Obligations, the obligations any such Note except by payment in full of the Company under this Agreement principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and Lender, on the other Loan Documents hand, (i) the maturity of the Obligations 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 Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Obligations as provided in Section 9, such Obligations (whether or not due and payable) shall not exceed an aggregate amount equal to forthwith become due and payable by each Guarantor for the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawspurpose of this Guaranty.

Guaranty. The TO: DEUTSCHE FINANCIAL SERVICES CORPORATION In consideration of financing provided or to be provided by you to Western Traction Company hereby guarantees ("Dealer"), and for other good and valuable consideration received, we jointly, severally, unconditionally and absolutely guaranty to the Administrative Agentyou, each Issuing Lender and each Lender as hereinafter providedfrom property held separately, as primary obligor and not as suretyjointly or in community, the prompt immediate payment when due of all current and future liabilities owed by Dealer to you, whether such liabilities are direct, indirect or owed by Dealer to a third party and acquired by you ("Liabilities"). We will pay you on demand the full amount of all sums owed by Dealer to you, together with all costs and expenses (including, without limitation, reasonable attorneys' fees). We also indemnify and hold you harmless from and against all (a) losses, costs and expenses you incur and/or are liable for (including, without limitation, reasonable attorneys' fees) and (b) claims, actions and demands made by Dealer or any third party against you, which in any way relate to any relationship or transaction between you and Dealer. Our guaranty will not be released, discharged or affected by, and we hereby irrevocably consent to, any: (a) change in the manner, place, interest rate, finance or other charges, or terms of payment or performance in any current or future agreement between you and Dealer, the release, settlement or compromise of or with any party liable for the payment or performance thereof or the substitution, release, non-perfection, impairment, sale or other disposition of any collateral thereunder; (b) change in Dealer's financial condition; (c) interruption of relations between Dealer and you or us; (d) claim or action by Dealer against you; and/or (e) increases or decreases in any credit you may provide to Dealer. We will pay you even if you have not: (i) notified Dealer that it is in default of the Liabilities, and/or that you intend to accelerate or have accelerated the payment of all Indebtedness or any part of the Foreign Borrowers hereunder Liabilities, or (ii) exercised any of your rights or remedies against Dealer, any other person or any current or future collateral. This Guaranty is assignable by you and will inure to the Administrative Agentbenefit of your assignee. If Dealer hereafter undergoes any change in its ownership, each Issuing Lender identity or organizational structure, this Guaranty will extend to all current and each future obligations which such new or changed legal entity owes to you. We irrevocably waive: notice of your acceptance of this Guaranty, presentment, demand, protest, nonpayment, nonperformance, notice of breach or default, notice of intent to accelerate and notice of acceleration of any indebtedness of Dealer, any right of contribution from other guarantors, dishonor, the Lenders amount of indebtedness of Dealer outstanding at any time, the number and amount of advances made by you to Dealer in reliance on this Guaranty and any formclaim or action against Dealer; all other demands and notices required by law; all rights of offset and counterclaims against you or Dealer; all defenses to the enforceability of this Guaranty (including, without limitation, fraudulent inducement). We further waive all defenses based on suretyship or impairment of collateral, and defenses which the Dealer may assert on the underlying debt, including but not limited to, failure of consideration, breach of warranty, fraud, payment, statute of frauds, bankruptcy, lack of legal capacity, statute of limitations, lender liability, deceptive trade practices, accord and satisfaction and usury. We also waive all rights to claim, arbitrate for or sue ▇▇▇ any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization punitive or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the 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 Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsexemplary damages.

Guaranty. The Company hereby guarantees undersigned Guarantor (jointly and severally if more than one) agrees to pay TEXAS COMMERCE BANK NATIONAL ASSOCIATION, herein called "Lender" at 712 Main Street, P.O. Box 2558, Houston, Harris County, Texas ▇▇▇▇▇-▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, when due or declared due, the Guaranteed Indebtedness. This Guaranty is an unconditional, absolute and continuing guaranty of payment and performance and not of collection. "Guaranteed Indebtedness" means all debts, obligations, and liabilities of every kind and character, whether joint or several, contingent or otherwise, of PHYSICIAN'S VISITING NURSE SERVICE, INC. (together with its successors, "Borrower") now or hereafter existing in favor of Lender evidenced by that one certain promissory note dated March 15, 1996 in the original principal amount of $3,950,000.00 (including each and every renewal, extension and modification thereof, rearrangement and substitution therefor, the "Note") and all indebtedness under the Loan Documents. Guaranteed Indebtedness includes any post-petition interest and expenses (including, but not limited to, attorneys' fees) whether or not allowed as a claim against Borrower under any bankruptcy, insolvency, or other similar law. All Guaranteed Indebtedness is conclusively presumed to have been made or acquired in reliance on this Guaranty. Guarantor's liability under this Guaranty shall be limited in the aggregate at any one time to the Administrative Agentprincipal sum of $1,975,000.00 together with all interest thereon, each Issuing Lender and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended penalties, costs, fees and expenses (including, but not limited to, attorneys' fees) as provided for under any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the 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 Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents and as incurred by Lender in connection with any Guaranteed Indebtedness, including, but not limited to collecting or the other documents relating attempting to the Guaranteed Obligations, the obligations collect any of the Company under this Agreement and the foregoing indebtedness from Borrower. This Guaranty does not in any way cancel, amend, discharge or limit any other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsguaranty executed by Guarantor in favor of Lender. "LOAN DOCUMENTS" means any document or instrument evidencing, securing or executed in connection with Guaranteed Indebtedness.

Guaranty. The Company For value received, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to the Borrower by the Secured Parties, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Administrative Agent, each Issuing Lender and each Lender as hereinafter provided, as primary obligor and not as suretyfor the ratable benefit of the Secured Parties, the full and prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agentwhen due, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory by required prepayment, by upon acceleration, as a mandatory cash collateralization demand or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any , and at all times thereafter, of the 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), hereafter defined) and the Company will promptly pay punctual performance of all of the same, without any demand or notice whatsoever, and that terms contained in the case documents executed by the Borrower in favor of any extension of time of payment one or renewal of any of more Secured Parties 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 same will be promptly paid term “Guaranteed Obligations” means any and all existing and future Obligations of the Borrower to any Secured Party, whether associated with any credit or other financial accommodation made to or for the benefit of the Borrower by any Secured Party or otherwise and whenever created, arising, evidenced or acquired (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured Parties in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance connection with the terms collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such extension indebtedness, obligations, and liabilities which may be or renewalhereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any Guarantor or the Borrower under the Bankruptcy 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. Notwithstanding any provision Anything contained herein to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligationsnotwithstanding, the obligations of the Company under this Agreement and the other Loan Documents each Guarantor hereunder at any time shall not exceed be limited to an aggregate amount equal to the largest amount that would not render such its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under applicable Debtor Relief LawsSection 548 of the Bankruptcy Code or any comparable provisions of any similar federal or state law.

Guaranty. The Company hereby guarantees IN CONSIDERATION of credit and financial accommodations extended, to the Administrative Agentbe extended or continued to TRONCO ENERGY CORPORATION, each Issuing Lender a Delaware corporation, hereinafter called "Borrower," by ACF PROPERTY MANAGEMENT, INC., a California corporation (as Assignee from FORTUNA ASSET MANAGEMENT, L.L.C.). hereinafter called "Lender" and each Lender as hereinafter providedfor other good and valuable considerations, as primary obligor and not as suretyI, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agentwe, each Issuing Lender and each of us have jointly, severally and unconditionally guaranteed and do hereby jointly, severally and unconditionally guarantee to Lender, the Lenders payment and collection of each and every claim, demand, indebtedness, right or cause of action of every nature whatsoever against said Borrower now or hereafter existing, due or to become due to, or held by Lender as shown upon the accounts and business records of Lender as to all sums due and owing on that certain SECOND AMENDED AND RESTATED PROMISSORY NOTE dated January 1, 2014 (“Note”) and of that certain ACF Redemption Obligation as defined in that certain Loan Agreement dated August 10, 2007 between Lender, Borrower and Philco Exploration, LLC, as amended by that certain First Amendment to Loan Agreement August 10, 2007 dated December 10, 2007 (”First Amendment”), and as further amended by the Second Amendment to Loan Agreement August 10, 2007 dated June 15, 2009 (“Second Amendment”) and as further amended by that certain Third Amendment to Loan Agreement August 10, 2007 dated as of January 1, 2014 (the “Loan Agreement”), and if this Guaranty is placed with an attorney for collection or if collected by suit or through any formprobate, including bankruptcy, or other court, to pay all court costs and reasonable attorney's fees in the amount of $50,000.00 or such other amount as the court enforcing this Guaranty finds to be reasonable, customary and necessary, which the undersigned agree is a reasonable fee, together with any and all credit extended expenses incurred by Lender in enforcing this Guaranty. This is a continuing guaranty and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) Guaranty shall continue in full when due (whether at stated maturityforce and effect for any and all renewals, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the 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 Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other extensions and/or modifications of the Loan Documents Agreement until such Note and the ACF Redemption Obligation has been paid or the other documents relating otherwise terminated pursuant to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief LawsAgreement.

Guaranty. The Company hereby guarantees For Value Received, CONN APPLIANCES, INC., a Texas corporation, hereinafter called "Guarantor", in consideration of the premises and of the benefits that will accrue (whether directly or indirectly) to the Administrative Agent, each Issuing Lender Tenant and each Lender as hereinafter providedGuarantor from that certain Shopping Center Lease Agreement, as primary obligor amended, between Fiesta Mart, Inc. as "Landlord", and not C.A.I., L.P. as surety"Tenant", covering approximately 88,293 square feet in the Beaumont Shopping Center ("Center"), ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, (the "Original Lease"), which consideration is acknowledged by Guarantor to be new, independent and sufficient, and as a material inducement to Landlord to enter that certain First Amendment to Lease Agreement ("First Amendment") pertaining to Tenant leasing an additional 18,500 square feet in the Center, Guarantor does hereby unconditionally, fully and absolutely guarantee without offset or deduction, the prompt payment when due of all Indebtedness sums payable by Tenant under the Original Lease and First Amendment (the Original Lease and First Amendment being hereafter collectively referred to as the "Lease"), and to do or cause to be done, or perform or cause to be performed, all duties, covenants and obligations of Tenant under the Foreign Borrowers hereunder to Lease, for the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended full Lease Term and any other obligations owing by the Foreign Borrowers to the Issuing Lenders renewals thereof, this Guaranty constituting an absolute and the Lenders in connection with the Loans and Letters unconditional guaranty (1) of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the 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 Company will promptly pay the same, without any demand or notice whatsoeverpayment, and not of collection of all sums due under the Lease, and (2) that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same Tenant will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) perform punctually and faithfully under and in accordance with the terms of such extension the Lease. Guarantor further agrees to indemnify and hold harmless Landlord from any and all losses, damages, costs, and expenses (including, without limitation, costs of court and attorney's fees incurred by Landlord) in the event of any default or renewalbreach by Guarantor of its obligations under this Guaranty. Notwithstanding Guarantor hereby agree that Guarantor, as principal obligor, will pay or otherwise provide for or bring about promptly when due all payments required of Tenant under the Lease and the timely and full performance of all duties, covenants and obligations of Tenant under the Lease, notwithstanding any provision fact or circumstance, including, but not limited to, (1) the liquidation, dissolution, receivership, insolvency or bankruptcy of Tenant, (2) the making by Tenant of an assignment for the benefit of its creditors, (3) the reorganization, arrangement, composition or readjustment of Tenant, or (4) any proceeding affecting the status, existence or assets of Tenant. Without limiting the foregoing, Guarantor expressly and specifically agrees that it will not be necessary or required, and Guarantor shall not be entitled to require, that Landlord shall file suit or proceed to or obtain a judgment against Tenant or any other party, or make any effort of collection from Tenant or any other party, or exercise any remedy or remedies provided in the contrary contained herein Lease or by law before, or as a condition precedent to, enforcing the liability of Guarantor hereunder; and Guarantor, knowingly and with the express intention of extinguishing legal rights (if any may exist), hereby waives any and all rights, whether existing by rule, statute, general law, equity or otherwise, to assert or require that (1) Landlord previously seek or obtain judgment against Tenant or any other party prior to Landlord's suing Guarantor for the enforcement of this Guaranty, or (2) Landlord joins Tenant or any other party in any other suit against Guarantor for the enforcement of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief LawsGuaranty.

Guaranty. The Company Each Guarantor hereby guarantees to the Administrative Agentabsolutely, each Issuing Lender unconditionally and each Lender as hereinafter providedirrevocably guarantees, as primary obligor a guaranty of payment and performance and not merely as suretya guaranty of collection, the 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 Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender existing and each of the Lenders in any formfuture Indebtedness, including any such 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 or any Guarantor owing to the Guaranteed Parties arising under the Term Loan Agreement or the other Loan Documents, and whenever created, arising, evidenced or acquired (including all renewals, extensions, amendments, refinancings and other modifications thereof and all credit extended costs, reasonable attorneys’ fees, and any other obligations owing expenses incurred by the Foreign Borrowers to the Issuing Lenders and the Lenders Guaranteed Parties in connection with the Loans collection or enforcement thereof), and Letters whether recovery upon such Indebtedness may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Borrower, any Guarantor under any Debtor Relief Laws, and including interest that accrues and expenses that are incurred or arise after the commencement by or against the Borrower of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof). The Company hereby further agrees that if any Guaranteed Parties’ books and records showing the amount of the Guaranteed Obligations are not paid shall be admissible in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization evidence in any action or otherwise), the Company will promptly pay the same, without any demand or notice whatsoeverproceeding, and that in shall be binding upon the case Guarantors and conclusive for the purpose of any extension of time of payment or renewal of any 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 same will be promptly paid in full when due (whether at extended maturityexistence, as a mandatory prepaymentvalidity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by acceleration, as a mandatory cash collateralization any fact or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents circumstance relating to the Guaranteed ObligationsObligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of the Company under this Agreement and the other Loan Documents any Guarantor hereunder at any time shall not exceed be limited to an aggregate amount equal to the largest amount that would not render such its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under applicable Debtor Relief LawsSection 548 of the Bankruptcy Code (Title 11, United States Code) or any comparable provisions of any similar federal or state law. Notwithstanding the foregoing, Guaranteed Obligations shall not include any Excluded Swap Obligations.

Guaranty. (a) The Company Guarantors each hereby guarantees to jointly and severally, absolutely, unconditionally and irrevocably guarantee for the Administrative AgentGuaranteed Parties, each Issuing Lender and each Lender as hereinafter providedtheir respective successors, as primary obligor endorsees, transferees and not as suretyassigns, the full and prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory by required prepayment, by declaration, acceleration, as a mandatory cash collateralization demand or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any and performance of the Guaranteed Obligations are not paid in full when due indebtedness, liabilities and other obligations of each Borrower (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization now existing or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any hereafter arising pursuant to Section 2.14 of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwiseCredit Agreement) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed ObligationsParties under or in connection with the Credit Agreement, the obligations of the Company under this Agreement Notes and the other Loan Documents shall not exceed an aggregate amount equal 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 largest amount Guaranteed Parties thereunder, in connection therewith, and in connection with any other Loan Document. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include without limitation any and all advances, debts, obligations and liabilities, whether now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any Debtor Relief Law, and including interest that would not render accrues after the commencement by or against any Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. The foregoing indebtedness, liabilities and other obligations subject of each Borrower, and all other indebtedness, liabilities and obligations to avoidance be paid or performed by the Guarantors in connection with this Guaranty (including any and all amounts due under Section 14), shall hereinafter be collectively referred to as the “Guaranteed Obligations.” (b) To the extent that any court of competent jurisdiction shall impose by final judgment under applicable Debtor Relief Lawslaw (including if applicable, the New York Uniform Fraudulent Conveyance Act or other applicable state law and §§ 544 and 548 of the Bankruptcy Code) any limitations on the amount of any Guarantor’s liability with respect to the 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 Company hereby guarantees to the Administrative AgentFacility Guarantor, each Issuing Lender Scripps and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness other Material Subsidiary of the Foreign Borrowers Facility Guarantor that becomes a guarantor hereunder to as a result of Section 6.15 or Section 6.16 (each such entity that is or becomes a guarantor hereunder (other than the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders Facility Guarantor and the Lenders in connection Designated Borrowers’ Guarantor), a “Subsidiary Guarantor” and, together with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders Facility Guarantor and the Lenders hereunder (collectivelyDesignated Borrowers’ Guarantor, the “Guaranteed ObligationsGuarantors” and each a “Guarantor”) in full hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due (due, whether at stated maturity, as a mandatory by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Lender Parties, arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by accelerationthe Lender Parties in connection with the collection or enforcement thereof). The Company (in such role, the “Designated Borrowers’ Guarantor”) hereby absolutely and unconditionally guarantees, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any guaranty of the Guaranteed Obligations are payment and performance and not paid in full merely as a guaranty of collection, prompt payment when due (due, whether at stated maturity, as a mandatory by required prepayment, by upon acceleration, as a mandatory cash collateralization demand or otherwise), and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Designated Borrowers to the Lender Parties, arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof, the Company will promptly pay “Designated Borrowers’ Obligations”, which are part of and not in addition to the same“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, without the Obligations shall to the maximum extent permitted by applicable law include any demand such indebtedness, obligations and liabilities, or notice whatsoeverportion 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 any Loan Party under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and that in shall be binding upon the case 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 extension of time of payment collateral therefor, or renewal of by any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization fact or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents circumstance relating to the Guaranteed Obligations, Obligations which might otherwise constitute a defense to the obligations of the Company any Guarantor under this Agreement Guaranty (other than full payment and the other Loan Documents shall not exceed an aggregate amount equal performance), and each Guarantor hereby irrevocably waives to the largest amount that would not render such obligations subject maximum extent permitted by applicable law any defenses it may now have or hereafter acquire in any way relating to avoidance under applicable Debtor Relief Laws.any or all of the foregoing. 142

Guaranty. The Company Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agent, each Issuing Lender Parties the full and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agentwhen due, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory by required prepayment, by upon acceleration, as a mandatory cash collateralization demand or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any , and at all times thereafter, of the 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), hereafter defined) and the Company will promptly pay punctual performance of all of the same, without any demand or notice whatsoever, and that terms contained in the case documents executed by the Borrower in favor of any extension of time of payment or renewal of any of the Lender Parties 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 same will be promptly paid in full when due (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 at extended maturityfor principal, as a mandatory prepaymentinterest, by accelerationpremiums, as a mandatory cash collateralization fees indemnities, damages, costs, expenses or otherwise) , of the Borrower to the Lender Parties under the Credit Agreement and Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in accordance connection with the terms collection or enforcement thereof). Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such extension indebtedness, obligations, and liabilities which may be or renewalhereafter 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. Notwithstanding any provision Anything contained herein to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligationsnotwithstanding, the obligations of the Company under this Agreement and the other Loan Documents Guarantor hereunder at any time shall not exceed be limited to an aggregate amount equal to the largest amount that would not render such its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under applicable Debtor Relief LawsSection 548 of the Bankruptcy ▇▇▇▇ (Title 11, United States Code) or any comparable provisions of any similar federal or state law.

Guaranty. The Company hereby Borrower unconditionally and irrevocably guarantees to the Administrative Agent, each Issuing Lender and each Lender as hereinafter provided, as primary obligor and not as surety, Bank the prompt punctual payment of all Indebtedness sums now owing or which may in the future be owing by any Foreign Subsidiary under the Foreign Subsidiary Credit Lines, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (all of the Foreign Borrowers hereunder to foregoing sums being the Administrative Agent“Guaranteed Liabilities”). The Guaranteed Liabilities include, each Issuing Lender and each without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the Lenders rate or rates provided in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders documents executed in connection with the Loans Foreign Subsidiary Credit Lines (the “Foreign Credit Documents”). This is a guaranty of payment and Letters not of Credit at collection. The Bank shall not be required to exhaust any time outstanding during right or remedy or take any action against any Foreign Subsidiary or any other Person or any collateral. The Borrower agrees that, as between the term Borrower and the Bank, the Guaranteed Liabilities may be declared to be due and payable for the purposes of this Agreementguaranty notwithstanding any stay, plus interestinjunction or other prohibition which may prevent, feesdelay or vitiate any declaration as regards any Foreign Subsidiary and that in the event of a declaration or attempted declaration, reimbursement obligations, indemnity obligations the Guaranteed Liabilities shall immediately become due and other amounts owed payable by the Foreign Borrowers to Borrower for the Administrative Agent, purposes of this guaranty. (i) The Borrower guarantees that the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) Liabilities shall be paid strictly in accordance with the terms thereofof the Foreign Subsidiary Credit Lines. The Company hereby further agrees that if liability of the Borrower under this Section 1.5 is absolute and unconditional irrespective of: (a) any change in the time, manner or place of payment of, or in any other term of, all or any of the Foreign Credit Documents or Guaranteed Obligations are not paid Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Foreign Credit Document or Guaranteed Liability, including any increase or decrease in the rate of interest thereon; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Foreign Credit Documents or Guaranteed Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Foreign Credit Document or Guaranteed Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Foreign Credit Documents or Guaranteed Liabilities; and (e) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Foreign Credit Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, any Foreign Subsidiary or a guarantor. (ii) The guaranty under this Section 1.5 is a continuing guaranty of the payment of all Guaranteed Liabilities now or hereafter existing under the Foreign Subsidiary Credit Lines and shall remain in full when due force and effect until payment in full of all Guaranteed Liabilities and until the Foreign Subsidiary Credit Lines are no longer in effect. (whether at stated maturityiii) The guaranty under this Section 1.5 shall continue to be effective or be reinstated, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of may be, if at any extension of time of any payment or renewal of any of the Guaranteed ObligationsLiabilities is rescinded or must otherwise be returned by the Bank on the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though the payment had not been made. (iv) All payments by the Borrower shall be made in the manner, at the place and in the currency (the “Payment Currency”) required by the Foreign Credit Documents; provided, however, that (if the Payment Currency is other than U.S. dollars) the Borrower may, at its option (or, if for any reason whatsoever the Borrower is unable to effect payments in the foregoing manner, the same will Borrower shall be promptly obligated to) pay to the Bank at its principal office the equivalent amount in U.S. dollars computed at the selling rate of the Bank or a selling rate chosen by the Bank, most recently in effect on or prior to the date the Guaranteed Liability becomes due, for cable transfers of the Payment Currency to the place where the Guaranteed Liability is payable. In any case in which the Borrower makes or is obligated to make payment in U.S. Dollars, the Borrower shall hold the Bank harmless from any loss incurred by the Bank arising from any change in the value of U.S. Dollars in relation to the Payment Currency between the date the Guaranteed Liability becomes due and the date the Bank is actually able, following the conversion of the U.S. Dollars paid by the Borrower into the Payment Currency and remittance of such Payment Currency to the place where such Guaranteed Liability is payable, to apply such Payment Currency to such Guaranteed Liability. (v) The Borrower further agrees that all payments to be made under this Section 1.5 shall be made without setoff or counterclaim and free and clear of, and without deduction for, any taxes, levies, imposts, duties, charges, fees, deductions, withholdings or restrictions or conditions of any nature whatsoever now or hereafter imposed, levied, collected, withheld or assessed by any country or by any political subdivision or taxing authority thereof or therein (collectively, “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Bank hereunder, the amounts so payable to the Bank shall be increased to the extent necessary to yield to the Bank (after payment of all Taxes) the amounts payable hereunder in the full when due (whether at extended maturityamounts so to be paid. Whenever any Tax is paid by the Borrower, as a mandatory prepayment, by acceleration, promptly as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligationspossible thereafter, the obligations of Borrower shall send the Company under this Agreement and Bank an official receipt showing payment thereof, together with such additional documentary evidence as may be required from time to time by the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief LawsBank.

Guaranty. The Company hereby guarantees to the Administrative Agent, each Issuing Lender and each Lender as hereinafter provided, as primary obligor and not as suretyGuaranty. For valuable consideration, the prompt payment undersigned (“Guarantor”) hereby unconditionally guarantees and promises to pay to Banc of all Indebtedness America Leasing & Capital, LLC (“Lender”), or order, on demand, in lawful money of the Foreign Borrowers hereunder to the Administrative AgentUnited States, each Issuing Lender and each of the Lenders in any form, including any and all credit extended payment and performance obligations, whether now existing or hereafter arising or matured or contingent (the "Obligations”) of Cronos Containers Inc. (“Borrower”) to Lender under or in respect of (a) that certain Loan and Security Agreement executed by Borrower and Lender dated as of September 9, 2005 (together with all schedules, appendices and other attachments thereto, now existing or hereafter arising, and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreementrenewals, plus interestamendments, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectivelyor extensions thereof, the “Guaranteed ObligationsLSA”) providing for the financing of equipment (“Equipment”) by Lender to Borrower, or (b) any Note (as defined in full when due the LSA), now existing or hereafter arising, executed by Borrower to the order of Lender pursuant to the LSA, or (whether at stated maturityc) that certain Container Purchase Agreement executed by Borrower and Lender dated as of September 9, as a mandatory prepayment2005 (together with all schedules, by accelerationappendices and other attachments thereto, as a mandatory cash collateralization now existing or otherwisehereafter arising, and any renewals, amendments, or extensions thereof, the “Purchase Agreement”) strictly in accordance (such Purchase Agreement, together with the terms thereofNotes and the LSA, the “Loan Documents”). The Company hereby further agrees that if any obligations of Guarantor hereunder are independent of the Guaranteed Obligations are not paid and exclusive of and in full when due (whether at stated maturity, as a mandatory prepayment, addition to liability under any other guaranty executed by acceleration, as a mandatory cash collateralization Guarantor for the benefit of Lender or otherwise), the Company will promptly pay the same, without any demand or notice whatsoevercompany related to Lender, and that in the case of any extension of time of payment a separate action or renewal of any of the Guaranteed Obligations, the same will actions may be promptly paid in full when due (brought and prosecuted against Guarantor whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization action is brought against Borrower or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or whether Borrower is joined in any other of the Loan Documents such action or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsactions.

Guaranty. The Company Therefore, for value received, and in consideration of the financial accommodations under the Notes, Guarantor hereby guarantees to unconditionally guaranties the Administrative Agent, each Issuing Lender full and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment when due in accordance with the terms and conditions of the Notes, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agentobligations, each Issuing Lender liabilities and each indebtedness of the Lenders in any formevery kind, including any nature and all credit extended and any other obligations description owing by the Foreign Borrowers Borrower to Lenders or the Administrative Agent evidenced by or arising under the Notes, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, including principal, interest, charges, fees, costs, indemnities and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Notes, whether arising before, during or after the commencement of any insolvency proceeding with respect to the Issuing Lenders Borrower (and including the Lenders in connection with the Loans and Letters payment of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligationscosts, indemnity obligations expenses and other amounts owed by which would accrue and become due but for the Foreign Borrowers to the Administrative Agentcommencement of such insolvency proceeding, the Issuing Lenders and the Lenders hereunder whether or not such interest is allowed or allowable in whole or in part in any such insolvency proceeding) (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof). The Company Guarantor hereby further agrees that if any this Guaranty is a present and continuing guaranty of the Guaranteed Obligations are payment and not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, of collection and that its obligations hereunder shall be unconditional. Guarantor hereby agrees to pay any and all reasonable expenses (including reasonable attorney’s fees and expenses) which may be incurred by Lenders and/or the Administrative Agent in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company enforcing their rights under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief LawsGuaranty.

Guaranty. The Company Guarantor hereby unconditionally and irrevocably guarantees to Lender the Administrative Agent, each Issuing Lender full and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepaymentdeclaration, by acceleration, as a mandatory cash collateralization demand or otherwise, but after giving effect to any applicable cure periods) strictly and performance of the indebtedness, liabilities and other obligations of Borrower to Lender under or in accordance connection with the terms thereofNote, including all unpaid principal, all interest accrued thereon, all fees due to Lender and all other amounts payable by Borrower to Lender thereunder or in connection therewith, and including interest that accrues after the commencement by or against Borrower 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 Company hereby further agrees that if terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, 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 whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable under the Guaranteed Obligations are not Bankruptcy Reform Act of 1978 (the “Bankruptcy Code”) or other applicable law. The foregoing indebtedness, liabilities and other obligations of Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by Guarantor in full when connection with this Guaranty (including any and all amounts due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwiseunder Section 12 hereof), shall hereinafter be collectively referred to as the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed “Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.”

Guaranty. The Company Guarantor hereby guarantees absolutely and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of the UK Borrower in the currency such indebtedness or liability was incurred to the UK Administrative Agent and each UK Bank arising under that certain Revolving Credit Agreement dated as of July 21, 2015, among Guarantor, UK Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer, JPMorgan Chase Bank, N.A., acting through its London branch, as UK Administrative Agent, each Issuing Lender and each Lender the other Banks a party thereto (as hereinafter providedamended, as primary obligor and not as suretysupplemented or otherwise modified from time to time, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any “Credit Agreement”; capitalized terms being used herein as therein defined unless otherwise defined herein) and all credit extended instruments, agreements and any other obligations owing by the Foreign Borrowers to the Issuing Lenders documents of every kind and the Lenders nature now or hereafter executed in connection with the Loans Credit Agreement (including all renewals, extensions and Letters of Credit at any time outstanding during the term of this Agreementmodifications thereof and all costs, plus interest, fees, reimbursement obligations, indemnity obligations Attorney Costs and other amounts owed expenses incurred by the Foreign Borrowers to UK Administrative Agent or any UK Bank in connection with the Administrative Agent, the Issuing Lenders and the Lenders hereunder collection or enforcement thereof) (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof). The Company hereby further agrees that if any UK Administrative Agent’s and each UK Bank’s books and records showing the amount of the 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), shall be binding upon the Company will promptly pay Guarantor and conclusive absent manifest error for the same, without any demand or notice whatsoever, and that in purpose of establishing the case of any extension of time of payment or renewal of any amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, the same will be promptly paid in full when due (whether at extended maturityvalidity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization regularity or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other enforceability of the Loan Documents Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the other documents existence, validity, enforceability, perfection, or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations, Obligations which might otherwise constitute a defense to the obligations of the Company Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief LawsGuaranty.

Guaranty. The Company Guarantors hereby guarantees to jointly and severally unconditionally and irrevocably guarantee the Administrative Agent, each Issuing Lender full and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agentwhen due, each Issuing Lender and each of the Lenders in any formwhether at stated maturity, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders acceleration or otherwise, of, and the Lenders in connection with performance of, (a) the Loans Obligations, whether now or hereafter existing and Letters of Credit at any time outstanding during the term of this Agreementwhether for principal, plus interest, fees, reimbursement obligationsexpenses or otherwise, indemnity obligations (b) all Swap Obligations owed to any Lender or any Affiliate of a Lender (provided at the time of execution of the Swap Contract related to such Swap Obligations such Lender is a party to the Credit Agreement, herein called a “Guarantied Swap Contract”), (c) all Cash Management Obligations owed to any Lender or any Affiliate of a Lender (provided that during the effectiveness of a Cash Management Document related to such Cash Management Obligations such Lender is a party to the Credit Agreement), (d) any and all out-of-pocket expenses (including, without limitation, expenses and counsel fees and expenses of Administrative Agent and Lenders) incurred by any of Guaranteed 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 Grantor Relief Laws, and all present and future accrued and unpaid interest, including, without limitation, all post-petition interest if Borrower, any Guarantor or any other Loan Party voluntarily or involuntarily becomes subject to any Grantor Relief Laws (the items set forth in clauses (a), (b), (c), (d) and (e) being herein referred to as the “Guarantied Obligations”), provided that “Guarantied Obligations” shall exclude any Excluded Swap 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 amounts owed by the Foreign Borrowers to the Administrative AgentLoan Documents, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due any Guarantied Swap Contract or any Cash Management Document (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise), the Company will Guarantors hereby further jointly and severally agree to promptly pay the samesame to Administrative Agent for the benefit of Guaranteed Parties, without any other demand or notice whatsoever, and that in including without limitation, any notice having been given to any Guarantor of either the case acceptance by Guaranteed Parties of any extension of time of payment this Guaranty or renewal 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, the same will be promptly paid in full when due (whether at extended maturityto institute suit or exhaust any rights against any Loan Party, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewalto enforce any rights against any Collateral. Notwithstanding any provision to the contrary contained anything herein or in any other Loan Document, Guarantied Swap Contract of Cash Management Document to the Loan Documents contrary, in any action or proceeding involving any state corporate Law, or any state or federal bankruptcy, insolvency, reorganization or other Law affecting the other documents rights of creditors generally, if, as a result of applicable Law relating to the Guaranteed Obligationsfraudulent conveyance or fraudulent transfer, including Section 548 of Bankruptcy Code or any applicable provisions of comparable state Law (collectively, “Fraudulent Transfer Laws”), the obligations of the Company any Guarantor (other than Holdings) under this Agreement and 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 other Loan Documents shall not exceed extent that such Indebtedness would be 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 subordinated to the claims of other creditors as determined in such obligations subject to avoidance under applicable Debtor Relief Lawsaction or proceeding.

Guaranty. The Company Each Guarantor hereby jointly and severally, unconditionally, absolutely, directly, primarily and irrevocably guarantees to the Administrative Agent, each Issuing Lender Guaranteed Parties the timely and each Lender as hereinafter provided, as primary obligor complete payment and not as surety, the prompt payment of all Indebtedness performance in full of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and Obligations (as defined below). For all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term purposes of this Agreement, plus “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 other obligations and liabilities of any Borrower to the Agent (acting in any capacity) or to any Lender (or, in the case of Rate Hedging Obligations, any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or 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 on account of principal, interest, fees, reimbursement obligations, indemnity obligations fees, indemnities, costs, expenses (including, without limitation, all fees, charges and other amounts owed by the Foreign Borrowers disbursements of counsel to the Administrative Agent, the Issuing Lenders and the Lenders hereunder Agent (collectively, the “Guaranteed Obligations”acting in any capacity) in full when due (whether at stated maturity, as a mandatory prepayment, or to any Lender that are required to be paid by acceleration, as a mandatory cash collateralization any Borrower pursuant thereto) or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the 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 Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained Anything herein or in any other of the Loan Documents or the other documents relating Document to the Guaranteed Obligationscontrary notwithstanding, the obligations maximum liability of the Company any Guarantor hereunder and under this Agreement and the other Loan Documents shall not in no event exceed an aggregate the amount equal which can be guaranteed by such Guarantor under applicable federal and state laws relating to the largest insolvency of debtors. The Guarantors agree that the Obligations may at any time and from time to time exceed the amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsof the liability of any or all of the Guarantors hereunder without impairing this Guaranty or affecting the rights and remedies of the Guaranteed Parties hereunder.

Guaranty. The Company Each Guarantor hereby guarantees to the Administrative Agent, each Issuing Lender absolutely and each Lender as hereinafter providedunconditionally guarantees, as primary obligor a guaranty of payment and performance and not merely as suretya guaranty of collection, the prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended Obligations existing and future 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 Lenders arising under the Credit Agreement and any instruments, agreements or other obligations owing documents of any kind or nature now or hereafter executed in connection with the Credit Agreement and other Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans collection or enforcement thereof), and Letters whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against 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 Credit at 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 including interest that accrues after the commencement by or against the Borrower of any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity). Absent manifest error, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any Lenders’ books and records showing the amount of the Guaranteed Obligations are not paid shall be admissible in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization evidence in any action or otherwise), the Company will promptly pay the same, without any demand or notice whatsoeverproceeding, and that in shall be binding upon the case Guarantors and conclusive for the purpose of any extension of time of payment or renewal of any establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, the same will be promptly paid in full when due (whether at extended maturityvalidity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization regularity or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other enforceability of the Loan Documents Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the other documents existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations, Obligations which might otherwise constitute a defense to the obligations of the Company any Guarantor under this Agreement Guaranty, and the other Loan Documents shall not exceed an aggregate amount equal Guarantors hereby irrevocably waive any defenses they may now have or hereafter acquire in any way relating to any or all of the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsforegoing.

Guaranty. The Company hereby guarantees (a) Subject to the Administrative Agentprovisions of Section 2(c) below, each Issuing Lender the Guarantor does hereby irrevocably, absolutely and each Lender as hereinafter provided, as primary obligor and not as surety, unconditionally guaranty the prompt payment by Headliners, as and when due and payable (whether maturity, required payment, acceleration, demand or otherwise), of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “"Obligations") from time to time owing by Headliners to Cornell under the Convertible Debenture, whether for principal, Disbursements, interest (including, without limitation, all interest that accrues after the commencement of any insolvency proceeding with respect to Headliners, whether or not a claim for post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any insolvency proceeding with respect to Headliners (notwithstanding the operation of the automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and observance by Headliners of its other Obligations now or hereafter existing in respect of the Convertible Debenture (the "Guaranteed Obligations”"), (b) The Guarantor does hereby agrees to pay any and all expenses (including counsel fees and expenses) incurred by Cornell in full when due (whether at stated maturityenforcing any rights under this Guaranty. Without limiting the generality of the foregoing, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees Guarantor's liability shall extend to all amounts that if any constitute part of the Guaranteed Obligations and would be owed by Headliners to Cornell under the Convertible Debenture but for the fact that they are unenforceable or not paid in full when allowable due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein existence of a bankruptcy, reorganization or in similar proceeding involving Headliners or any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief LawsGuarantor.

Guaranty. The Company Facility Guarantor hereby guarantees to the Administrative Agent, each Issuing Lender absolutely and each Lender as hereinafter providedunconditionally guarantees, as primary obligor a guaranty of payment and performance and not merely as suretya guaranty of collection, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agentwhen due, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Lender Parties, arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by accelerationthe Lender Parties in connection with the collection or enforcement thereof). The Company (in such role, the “Designated Borrowers’ Guarantor”; “Guarantors” collectively means the Facility Guarantor and the Designated Borrowers’ Guarantor and each is a “Guarantor”) hereby absolutely and unconditionally guarantees, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any guaranty of the Guaranteed Obligations are payment and performance and not paid in full merely as a guaranty of collection, prompt payment when due (due, whether at stated maturity, as a mandatory by required prepayment, by upon acceleration, as a mandatory cash collateralization demand or otherwise), and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Designated Borrowers to the Lender Parties, arising hereunder or under any other Loan Document (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof, the Company will promptly pay “Designated Borrowers’ Obligations”, which are part of and not in addition to the same, without “Obligations” and each reference to “Obligations” in this Article X shall refer to all Obligations in respect of the Facility Guarantor and the Designated Borrowers’ obligations in respect of the Designated Borrowers’ Guarantor). The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any demand action or notice whatsoeverproceeding, and that in shall be binding upon the case 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 extension of time of payment collateral therefor, or renewal of by any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization fact or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents circumstance relating to the Guaranteed Obligations, Obligations which might otherwise constitute a defense to the obligations of the Company either Guarantor under this Agreement Guaranty (other than full payment and performance), and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsforegoing.

Guaranty. The Company hereby (a) Guarantor absolutely and unconditionally guarantees and agrees to be liable for the Administrative Agentfull and indefeasible payment and performance when due of the following (all of which are collectively referred to herein as the "Guaranteed Obligations"): (i) all "Obligations" as defined in the Loan Agreement, each Issuing Lender and each Lender as hereinafter providedwhether now existing or hereafter arising, as primary obligor and not as suretywhether arising before, during or after the initial or any renewal term of the Loan Agreement or after the commencement of any case with respect to Borrower under the United States Bankruptcy Code or any similar statute (including, without limitation, the prompt payment of all Indebtedness interest and other amounts, which would accrue and become due but for the commencement of the Foreign Borrowers hereunder to the Administrative Agentsuch case, each Issuing Lender and each of the Lenders whether or not such amounts are allowed or allowable in whole or in part in any formsuch case and including loans, including any interest, fees, charges and expenses related thereto and all credit extended and any other obligations owing of Borrower or its successors to Agent or any Lender arising after the commencement of such case), and (ii) all expenses (including, without limitation, reasonable attorneys' fees and legal expenses) incurred by the Foreign Borrowers to the Issuing Lenders and the Lenders Agent or any Lender in connection with the Loans collection, liquidation, enforcement and Letters defense of Credit at Guarantor's obligations, liabilities and indebtedness as aforesaid to Agent or any time outstanding Lender, the rights of Agent or any Lender in any collateral or under this Guaranty and all other Financing Agreements in any way involving claims by or against Agent or any Lender directly or indirectly arising out of or related to the relationships between Guarantor and Agent or any Lender, whether such expenses are incurred before, during or after the initial or any renewal term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders Loan Agreement and the Lenders hereunder other Financing Agreements or after the commencement of any case with respect to Guarantor under the United States Bankruptcy Code or any similar statute. (collectively, the “Guaranteed Obligations”b) in full when due (whether at stated maturity, as This Guaranty is a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereofguaranty of payment and not of collection. The Company hereby further Guarantor agrees that if Agent need not attempt to collect any Guaranteed Obligations from Borrower, Guarantor or any other Obligor or to realize upon any collateral, but may require Guarantor to make immediate payment of all of the Guaranteed Obligations are not paid in full to Agent when due (due, whether at stated by maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise), or at any time thereafter. Agent may apply any amounts received in respect of the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of Guaranteed Obligations to any of the Guaranteed Obligations, in whole or in part (including reasonable attorneys' fees and legal expenses incurred by Agent or any Lender with respect thereto or otherwise chargeable to Borrower or Guarantor) and in such order as Agent may elect. (c) Payment by Guarantor shall be made to Agent at the office of Agent from time to time on demand as Guaranteed Obligations become due. Guarantor shall make all payments to Agent on the Guaranteed Obligations free and clear of, and without deduction or withholding for or on account of, any setoff, counterclaim, defense, duties, taxes, levies, imposts, fees, deductions, withholding, restrictions or conditions of any kind. One or more successive or concurrent actions may be brought hereon against Guarantor either in the same will be promptly paid action in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization which Borrower or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein other Obligor is sued or in separate actions. In the event any other of the Loan Documents claim or the other documents relating action, or action on any judgment, based on this Guaranty is brought against Guarantor, Guarantor agrees not to the Guaranteed Obligationsdeduct, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal set-off, or seek any counterclaim for or recoup any amounts which are or may be owed by Agent or any Lender to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief LawsGuarantor.

Guaranty. The Company hereby guarantees (a) As an inducement to the Administrative Agent, each Lenders to make the applicable Loans and the Issuing Lender and to issue the Letters of Credit (where applicable) available to the Borrowers, (i) each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender U.S. Guarantors and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Domestic Borrowers (solely with respect to the Issuing Lenders Obligations of the other Domestic Borrowers, the Canadian Borrower, the Australian Borrower and the Lenders in connection with European Borrower) hereby unconditionally and irrevocably guarantee (A) the Loans and Letters of Credit at any time outstanding during the term of this Agreementfull punctual payment when due, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any , of all Obligations of the Borrowers now or hereafter existing whether for principal, interest, fees, expenses or otherwise, and (B) the strict performance and observance by the Borrowers of all agreements, warranties and covenants applicable to the Borrowers in the Loan Documents (such Obligations collectively being hereafter referred to as the Domestic Borrowers’ and the U.S. Guarantors’ “U.S. Guaranteed Obligations are not paid in Obligations”); and (ii) to the fullest extent permitted by applicable law, the Foreign Guarantors hereby unconditionally and irrevocably guarantee (x) the full punctual payment when due (due, whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization acceleration or otherwise), of the Company will promptly pay the same, without any demand or notice whatsoeverForeign Obligations, and that (y) the strict performance and observance by the Canadian Borrower, European Borrower and Australian Borrower, respectively of all agreements, warranties and covenants applicable to the Canadian Borrower, European Borrower and Australian Borrower, respectively in the case of Loan Documents (such obligations collectively being referred to as the Foreign Guarantors’ “Foreign Guaranteed Obligations”). (b) Notwithstanding anything set forth in this Credit Agreement or any extension of other Loan Document to the contrary, (i) no Foreign Loan Party shall at any time of payment be liable, directly or renewal of indirectly, for any portion of the U.S. Guaranteed Obligations, including, without limitation, the same will principal of the Domestic Loans or any interest thereon or fees payable with respect thereto (and the U.S. Loan Parties are solely liable for such Obligations), (ii) the Canadian Borrower’s and the Canadian Guarantors’ liability under this Guaranty shall be promptly paid in full when due limited to $75,000,000 and (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwiseiii) in accordance with the terms of such extension or renewal. Notwithstanding any provision GWA (North)’s liability under this Guaranty shall be limited to the contrary contained herein or in greater of (A) $220,000,000 and (B) any other such higher amount as may be permitted by Section 33.9 of the Loan Documents or the other documents relating Novated Concession Deed annexed to the Guaranteed Obligations, Sale Consent Deed for the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief LawsAustralian Acquisition.

Guaranty. The Company IN CONSIDERATION of credit and financial accommodations extended, to be extended or continued to TRONCO ENERGY CORPORATION, a Delaware corporation, hereinafter called "Borrower," by ACF PROPERTY MANAGEMENT, INC., a California corporation (as Assignee from FORTUNA ASSET MANAGEMENT, L.L.C.). hereinafter called "Lender" and for other good and valuable considerations, I, we, and each of us have jointly, severally and unconditionally guaranteed and do hereby guarantees jointly, severally and unconditionally guarantee to Lender, the payment and collection of each and every claim, demand, indebtedness, right or canse of action of every nature whatsoever against said Borrower now or hereafter existing, due or to become due to, or held by Lender as shown upon the accounts and business records of Lender to the Administrative Agentextent of that one certain AMENDED AND RESTATED PROMISSORY NOTE of even date herewith in the amount of NINE MILLION TWO HUNDRED EIGHTY FOUR THOUSAND THREE HUNDRED SEVENTY EIGHT AND 34/100 DOLLARS ($9,284,378.34) (“Note"), each Issuing together with interest as it may accrue and if this Guaranty is placed with an attorney for collection or if collected by suit or through any probate, bankruptcy, or other court, to pay all court costs and attorney's fees in the amount of $50,000.00 or such other amount as the court enforcing this Guaranty finds to be reasonable, customary and necessary, which the undersigned agree is a reasonable fee, together with any and all expenses incurred by Lender in enforcing this Guaranty. This is a continuing guaranty and each all extensions of credit and financial accommodation concurrently herewith or hereafter made by Lender to Borrower shall be conclusively presumed to have been made in acceptance hereof, and this Guaranty shall continue in full force and effect for any and all renewals, extensions and/or modifications of the Note and/or indebtedness herein described. All indebtedness of Borrower to the undersigned, whether now existing or hereafter arising (including indebtedness resulting from this Guaranty) is hereby assigned to Lender to the extent of the amount of this Guaranty as hereinafter provided, as primary obligor and not as surety, security for the prompt payment of all Indebtedness liability or liabilities of Borrower to Lender. To the Foreign Borrowers hereunder extent such indebtedness of Borrower is to the Administrative Agentundersigned (whether now existing or hereafter arising) exceeds the amount of this Guaranty, each Issuing such indebtedness is hereby subordinated to all liability or liabilities of Borrower to Lender. The undersigned acknowledge and agree that possession of this Guaranty by Lender constitutes true and correct execution and actual and proper delivery of same to Lender and each the undersigned waive notice of the Lenders acceptance of this Guaranty and of any liability to which it applies or may apply, and waive presentment and demand for payment thereof, notice of dishonor or non-payment thereof, collection or instigation of suit or any other action by Lender in any form, collection thereof including any and all credit extended and notice of default in payment thereof or other notice to, or demand of payment therefore on, any other obligations owing party. Payment by the Foreign Borrowers to undersigned shall be made at the Issuing Lenders and the Lenders in connection with the Loans and Letters office of Credit Lender at 1▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇ ▇▇▇▇, , ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. Lender may, at its option, at any time outstanding during without the term of this Agreementconsent of, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers or notice to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that if any of the 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 Company will promptly pay the sameundersigned, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision incurring responsibility to the contrary contained herein undersigned, without impairing or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, releasing the obligations of the Company undersigned, upon or without any terms or conditions and in whole or in part, (1) change the manner, place or terms of payment or change or extend the time of payment of, renew, or alter any liability of Borrower hereby guaranteed, or any liabilities incurred directly or indirectly hereunder, and the guaranty herein made shall apply to the liabilities of the Borrower, changed, extended, renewed or altered in any manner, (2) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure or securing the liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any offset against any said liabilities, (3) exercise or refrain from exercising any rights against Borrower or others, or otherwise act or refrain from acting, (4) settle or compromise any liabilities hereby guaranteed or hereby incurred, and may subordinate the payment of ah or any part of such liabilities to the payment of any liabilities which may be due to Lender or others, and, (5) apply any sums paid, to any liability or liabilities of Borrower to Lender regardless of what liability or liabilities of Borrower to Lender remain unpaid. Lender may, at its option, without the consent of or notice to the undersigned, apply to the payment of the liability created by this Guaranty, at any time after such liability becomes payable, any monies, property, or other assets belonging to the undersigned in the possession, care, custody and control of Lender. and the sole effect of revocation or termination shall be to exclude from this Guaranty liabilities thereafter arising which are unconnected with liabilities theretofore existing or transactions theretofore entered into. The undersigned, if more than one, shall be jointly severally liable hereunder and the term "undersigned" shall mean the undersigned or any one or more of them. Any one signing this Guaranty shall be bound hereby, whether or not any other party signs this Guaranty or is released therefrom at any time. Any married woman who signs this Guaranty hereby expressly agrees that recourse may be had against her separate property for all her obligations under this Agreement Guaranty. This Guaranty shall bind and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of Lender and the other undersigned. This Guaranty in the possession of the Lender will be presumed that same has been executed and delivered, by each of the undersigned for a valuable consideration. This Guaranty may be executed in multiple original counterparts each being of equal weight and dignity. This Guaranty is an addition to, and not in lieu of that certain GUARANTY dated August 10, 2007 executed and delivered by T▇▇▇ ▇▇▇▇▇. WITNESS our hands at Vernal, Uintah County, Utah, on this the 15 day of June, 2009. /s/ G. T▇▇▇ ▇▇▇▇▇ G. T▇▇▇ ▇▇▇▇▇ SS# ###-##-#### UTAH Drivers License #7▇▇▇▇▇▇ SUBSCRIBED AND SWORN TO BEFORE ME, by G. T▇▇▇ ▇▇▇▇▇ on this the 15 day of June 2009. /s/ DEL R. ▇▇▇▇▇ NOTARY PUBLIC FOR STATE OF UTAH Commission Expires: 8/10/2009 /s/ A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇ M▇▇▇▇ ▇▇# ###-##-#### UTAH Drivers License # 12809850 SUBSCRIBED AND SWORN TO BEFORE ME, A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ on this the 15th day of June, 2009. G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ TRUST (as established under the REVOCABLE TRUST AGREEMENT OF G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ dated October 28, 1999, as amended) BY: /s/ G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, TRUSTEE G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, TRUSTEE /s/ A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, TRUSTEE A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, TRUSTEE SUBSCRIBED AND SWORN TO BEFORE ME, by G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, TRUSTEE and A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, TRUSTEE who signatures appear above on this the 15 day of June, 2009. /s/ DEL R. ▇▇▇▇▇ NOTARY PUBLIC FOR STATE OF UTAH A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ TRUST (as established under the REVOCABLE TRUST AGREEMENT OF A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ dated October 28, 1999, as amended) BY: /s/ G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, TRUSTEE G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, TRUSTEE /s/ A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, TRUSTEE A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, TRUSTEE SUBSCRIBED AND SWORN TO BEFORE ME, G▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, TRUSTEE and A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, TRUSTEE who signatures appear above on this the 15th day of June, 2009. /s/ DEL R. ▇▇▇▇▇ NOT ARY PUBLIC FOR STATE OF UTAH M▇▇▇▇ MANAGEMENT COMPANY, LLC BY: /s/ A▇▇▇▇▇▇ ▇▇▇▇▇ M▇▇▇▇ ▇▇▇▇▇▇▇ D▇▇▇▇ ▇▇▇▇▇, MANAGER SUBSCRIBED AND SWORN TO BEFORE ME, A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, MANAGER who signatures appear above on this the 15th day of June, 2009. SUPERIOR DRILLING PRODUCTS, LLC BY: /s/ A▇▇▇▇▇▇ ▇. ▇▇▇▇▇ A▇▇▇▇▇▇ ▇. ▇▇▇▇▇, MANAGER SUBSCRIBED AND SWORN TO BEFORE ME, A▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ MANAGER who signatures appear above on this the 15th day of June, 2009. /s/ DEL R. ▇▇▇▇▇ NOTARY PUBLIC FOR STATE OF UTAH This THIRD AMENDMENT TO LOAN AGREEMENT (“Third Amendment”) is entered into on this ____ day of December, 2013 to be effective as of January 1, 2014 (“Effective Date”) by and between TRONCO ENERGY CORPORATION, a Delaware Corporation (“Borrower” or “Tronco”), PHILCO EXPLORATION, LLC, a Utah Limited Liability Company (“Philco” or “Subsidiary”) and ACF PROPERTY MANAGEMENT, INC., a California Corporation (“ACF”) or (“Lender”) (as “Assignee” from FORTUNA ASSET MANAGEMENT, LLC, a California Limited Liability Company (“Fortuna”)), hereby amending, modifying and supplementing that certain LOAN AGREEMENT dated August 10, 2007 (“Loan Documents shall not exceed an aggregate amount equal Agreement”), that certain FIRST AMENDMENT TO LOAN AGREEMENT AUGUST 10, 2007 dated December 10, 2007 (“First Amendment”), and that certain SECOND AMENDMENT TO LOAN AGREEMENT AUGUST 10, 2007 dated June 15, 2009 (the said Loan Agreement, First Amendment and Second Amendment hereinafter referred to as the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Laws.“Current Loan Agreement”) upon the terms, conditions, stipulations and agreements as follows:

Guaranty. The Company hereby Guarantor absolutely and unconditionally guarantees to the Administrative Agentpunctual payment when due, each Issuing Lender and each Lender as hereinafter provided, as primary obligor and not as surety, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with , of all indebtedness and obligations of Borrower now or later existing under the terms thereof. The Company hereby further agrees that if any of the 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)Note, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case Deed of any extension of time of payment or renewal of any of the Guaranteed ObligationsTrust, the same will be promptly paid in full when due (whether at extended maturityother Security Documents, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal (defined in the Loan Agreement) and the Environmental Indemnity, whether for principal, interest, fees, expenses, or otherwise including, without limitation, all real property taxes and assessments affecting the Property, all costs and expenses, including insurance premiums, of maintaining in full force all policies of insurance required pursuant to the largest Deed of Trust, all costs and expenses, including repair and maintenance costs, required in order to maintain the Property in the condition required under the Deed of Trust and all indebtedness and obligations incurred by Borrower under the indemnity provisions of the Environmental Indemnity. The terms “indebtedness” and “obligations” are used in their most comprehensive sense and include all debts, obligations, and liabilities of Borrower incurred or created, with or without notice to Guarantor, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether Borrower is liable individually or jointly with others, and whether recovery on any indebtedness or obligations is now or later becomes barred by any statute of limitations or is or later becomes otherwise unenforceable, or shall be an allowed or disallowed claim under the Bankruptcy Code or other applicable law. The foregoing indebtedness, liabilities and other obligations of the Borrower, and all other indebtedness, liabilities and obligations to be paid or performed by the Guarantor in connection with this Guaranty shall hereinafter be collectively referred to as the “Obligations.” Notwithstanding the foregoing, the liability of Guarantor under this Guaranty shall initially be limited to the principal amount that would not render such obligations of One Million Five Hundred Thousand Dollars ($1,500,000.00) subject to avoidance reduction as follows: (a) Between the Closing and the end of the Fourth Loan Year, for each Loan Year in which a Debt Service Coverage Ratio of not less than 1.20:1.00 is achieved, the maximum principal amount of the Guarantor’s liability under applicable Debtor Relief Lawsthis Guaranty shall be reduced by Two Hundred Seventy-Five Thousand and 00/100 Dollars ($275,000.00), effective on the first day of the following Loan Year; provided, however, that in no event shall the maximum principal amount of the Guarantor’s liability under this Guaranty during the Fifth Loan Year be less than Five Hundred Thousand and 00/100 Dollars ($500,000.00). (b) If (1) Borrower has achieved a Debt Service Coverage Ratio of not less than 1.20:1.00 as of the end of each of the Fourth Loan Year and the Fifth Loan Year, or if Borrower achieves a Debt Service Coverage Ratio of not less than 1.20:1.00 as of the end of each of two subsequent and consecutive Loan Years beginning with the Sixth Loan Year, and (2) at that time the Debt Service Reserve Account is fully funded in the amount of $700,000, or more, then the Lender will release the ▇▇▇▇▇▇▇ Trust from further liability under this Guaranty.

Guaranty. (a) The Company Guarantors, jointly and severally, hereby guarantees unconditionally and irrevocably, guaranty to the Administrative Collateral Agent, each Issuing Lender and each Lender as hereinafter provided, as primary obligor and not as suretyfor the benefit of the Collateral Agent, the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended Buyer and any other obligations owing Noteholder the punctual payment, as and when due and payable, by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters stated maturity, acceleration or otherwise, of Credit at any time outstanding during the term all Obligations of this Agreementincluding, plus without limitation, all interest, feesmake-whole, reimbursement obligations, indemnity obligations redemption and other amounts owed by that accrue after the Foreign Borrowers commencement of any Insolvency Proceeding of the Parent, ICA-T or any Guarantor, whether or not the payment of such principal, interest, make-whole, redemption and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, Late Charges (as defined in the Notes), interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under the Administrative Agent, the Issuing Lenders Notes and the Lenders hereunder other Transaction Documents and (collectively, all of the foregoing collectively being the “Guaranteed Obligations”), and agree to pay any and all costs and expenses (including reasonable and documented counsel fees and expenses) incurred by the Collateral Agent in full when due (whether at stated maturityenforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees each Guarantor’s liability hereunder shall extend to all amounts that if any constitute part of the Guaranteed Obligations are not paid in full when due (whether at stated maturityand would be owed by the Parent, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization ICA-T or otherwise)any Guarantor to the Collateral Agent or the Buyer under the Securities Purchase Agreement, the Company will promptly pay Notes and any other Transaction Document but for the same, without fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any demand or notice whatsoeverTransaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and the Buyer, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyer and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms Obligations of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company Guarantor under this Agreement and the other Loan Documents shall Guaranty not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsconstituting a fraudulent transfer or conveyance.

Guaranty. (a) The Company hereby guarantees Guarantors, subject to the Administrative Agentlimitations set forth in Section 1.01 (f), each Issuing Lender hereby jointly and each Lender as hereinafter providedseverally, as primary obligor unconditionally and not as suretyabsolutely guarantee to the Bank or any holder of the Note(s), the prompt payment of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agentwhen due, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, demand, acceleration or otherwise of, not less than 100% (one hundred percent) of the principal amounts, accrued interest, fees, commissions or other amounts payable by the Borrower under this Loan Agreement or the Note(s) and any amendments, renewals or extensions thereto. The Guarantors shall also pay, on demand, any and all fees, expenses (including without limitation reasonable attorneys fees) or costs which may be incurred or paid by the Bank in preserving, protecting or enforcing any of its rights or remedies in connection with, or collecting against the Borrower and the Guarantors under, this Loan Agreement or under any Note(s) (the "GUARANTEED OBLIGATIONS"). This Guaranty is a continuing guaranty of payment and not of collection. The obligation of the Guarantors under this Guaranty shall be absolute and primary, and complete and binding as a mandatory prepaymentto the Guarantors and subject to no condition whatsoever, by accelerationother than those in section 1.01 (f), as a mandatory cash collateralization precedent or otherwise) strictly , irrespective of the validity, regularity or enforceability of any of the Borrower's obligations hereunder or under the Note(s), the absence of any action to enforce the same, any waiver or consent with respect thereto, or any failure or delay in accordance with the terms enforcement thereof. The Company hereby further agrees that This Guaranty shall remain effective whether the Guaranteed Obligations are from time to time reduced and later increased or entirely extinguished and later reincurred or if any the Guaranteed Obligations or this Guaranty are revoked, terminated, surrendered or discharged and later reinstated in the event payment of the Guaranteed Obligations are is disgorged, returned, rescinded under any applicable law. Notice of acceptance hereof or action in reliance hereon shall not paid be required. (b) The Guarantors waive presentment, demand, protest, notice of protest or dishonor, diligence in full when due (whether at stated maturitycollecting the guaranteed obligations, any requirement first to proceed against the Borrower or against any guarantor or other party, to collect upon the assets of the Borrower or any other party, or to exhaust any security for the performance of any of such payment obligations, including but not limited to the benefits of order, excussion and division foreseen in Articles 2814, 2815, 2817, 2818, 2820, 2821, 2822, 2823, 2827, 2836, 2837, the benefits of Articles 2845, 2846, 2847, 2848 and 2849 of the Civil Code of the Federal District, Mexico, and its correlative articles in the Civil Codes of the remaining States of the Mexican Republic, as a mandatory prepaymentwell as to the provisions contained in Section 9-504 of the Michigan or other applicable Uniform Commercial Code. Any collateral or other security of the Borrower or any other party or any guaranty or other obligation of any party which the Bank now or subsequently holds may be released or otherwise dealt with by the Bank in all respects as though this Guaranty were not in existence and the Guaranty shall be in no way affected thereby, the Guarantors hereby waiving and foregoing all rights in respect of any action, or failure to act, by acceleration, as a mandatory cash collateralization the Bank regarding such collateral or otherwise)other security. Likewise, the Company will promptly pay Guarantors agree that the sameBank may grant extensions, releases or reductions to the Borrower without any demand or notice whatsoeverthe need of its consent, and that such extensions, releases or reductions shall in no way affect the case of any extension of time of payment or renewal of any of Guaranty. (c) The Guarantors agree to guaranty (POR AVAL) the Guaranteed Obligations, the same will be promptly paid Note(s) referred to in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief LawsSection 2.11 herein.

Guaranty. The Company hereby guarantees In order to induce the Lenders to extend credit to the Administrative AgentCompany and the Designated Borrowers, each Issuing Lender the Cash Management Banks to enter into Guaranteed Cash Management Agreements and each Lender as hereinafter providedthe Hedge Banks to enter into Guaranteed Hedge Agreements, the Guarantor hereby absolutely and unconditionally guarantees, as primary obligor a guaranty of payment and performance and not merely as suretya guaranty of collection, the prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended existing and future Obligations (other than any other obligations owing by Excluded Swap Obligations of the Foreign Borrowers Guarantor) of any Designated Borrower to the Issuing Lenders Beneficiaries, in each case, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and the Lenders however arising under or in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interestthe other Loan Documents (including those arising under successive borrowing transactions under the Credit Agreement and all renewals, feesextensions and modifications thereof and all costs, reimbursement obligations, indemnity obligations attorneys’ fees and other amounts owed expenses incurred by the Foreign Borrowers Beneficiaries in connection with the collection or enforcement thereof payable in accordance with, and to the Administrative Agentextent provided in, Section 10.04 of the Issuing Lenders Credit Agreement) and any Guaranteed Cash Management Agreement or Guaranteed Hedge Agreement and whether recovery upon such Indebtedness and liabilities may be or hereafter becomes unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Lenders hereunder Guarantor or any Designated Borrower under any Debtor Relief Law (collectively, the “Guaranteed Guarantied Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with ;” provided that for purposes of determining the terms thereof. The Company hereby further agrees that if any of the 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 Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Guarantied Obligations, the same will definition of “Obligations” shall not create any Excluded Swap Obligations of the Guarantor). 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 promptly paid admissible in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or evidence in any other action or proceeding, and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Loan Documents Guarantied Obligations absent manifest error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the other documents 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 Guaranteed Obligations, Guarantied Obligations which might otherwise constitute a defense to the obligations of the Company Guarantor under this Agreement Guaranty, and the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (in each case, other Loan Documents than a defense of payment and performance in full). Notwithstanding the foregoing, the liability of the Guarantor with respect to the Guarantied Obligations shall not exceed be limited to an aggregate amount equal to the largest amount that would not render such its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable Debtor Relief Lawsstate law.

Guaranty. (a) The Company Guarantors, jointly and severally, hereby guarantees unconditionally and irrevocably, guaranty to the Administrative Collateral Agent, each Issuing Lender and each Lender as hereinafter provided, as primary obligor and not as surety, for the prompt payment of all Indebtedness benefit of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended Purchasers and any other obligations owing Noteholder, the punctual payment, as and when due and payable, by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters stated maturity, acceleration or otherwise, of Credit at any time outstanding during the term of this Agreementall Obligations, plus including, without limitation, all interest, feesmake-whole, reimbursement obligations, indemnity obligations redemption and other amounts owed by that accrue after the Foreign Borrowers commencement of any Insolvency Proceeding of the Company or any Guarantor, whether or not the payment of such principal, interest, make-whole, redemption and/or other amounts are enforceable or are allowable in such Insolvency Proceeding, and all fees, late fees (as defined in the Notes), interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under the Administrative Agent, the Issuing Lenders Notes and the Lenders hereunder other Transaction Documents and (collectively, all of the foregoing collectively being the “Guaranteed Obligations”), and agree to pay any and all costs and expenses (including reasonable and documented counsel fees and expenses) incurred by the Collateral Agent or Purchasers in full when due (whether at stated maturityenforcing any rights under this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees each Guarantor’s liability hereunder shall extend to all amounts that if any constitute part of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, and would be owed by acceleration, as a mandatory cash collateralization the Company to the Collateral Agent or otherwise)the Purchasers under the Securities Purchase Agreement, the Company will promptly pay Notes and any other Transaction Document but for the same, without fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any demand or notice whatsoeverTransaction Party. (b) Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and the Purchasers, hereby confirms that it is the intention of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Purchasers and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms Obligations of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations, the obligations of the Company Guarantor under this Agreement and the other Loan Documents shall Guaranty not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsconstituting a fraudulent transfer or conveyance.

Guaranty. The (a) In order to induce the Lenders to participate in the Exchange and purchase New Preferred and Additional Warrants from Company hereby guarantees pursuant to the Administrative AgentPurchase Agreement, each Issuing Lender Guarantor jointly and each Lender as hereinafter providedseverally irrevocably and unconditionally guaranties, as primary obligor and not merely as surety, the prompt due and punctual payment in full of all Indebtedness of Guarantied Obligations (as hereinafter defined) when the Foreign Borrowers hereunder to the Administrative Agentsame shall become due, each Issuing Lender and each of the Lenders in any form, including any and all credit extended and any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interest, fees, reimbursement obligations, indemnity obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, the “Guaranteed Obligations”) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization demand or otherwise. The term "Guarantied Obligations" means, collectively, (i) strictly the unpaid principal and interest on the Amended and Restated Notes (including interest accruing at the then applicable rate provided in accordance with the Purchase Agreement and/or the Amended and Restated Notes after the Maturity Date or any acceleration thereof pursuant to the terms thereof. The Company hereby further agrees that if any of the Guaranteed Obligations are not 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 full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any respect of the Guaranteed ObligationsNew Preferred or Conversion Preferred, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) each case in accordance with the terms of such extension the Certificate of Designation (as defined below) and (iii) all other monetary obligations and liabilities of Company or renewal. Notwithstanding any provision Guarantor to the contrary contained herein Beneficiaries, whether direct or indirect, absolute or contingent, due or to become due, or 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 on account of principal, interest, dividends, right of redemption, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including all fees and disbursements of counsel to the Beneficiaries that are required to be paid by Company or any other Guarantor pursuant to the terms of any of the Loan Documents or foregoing). As used herein, the term "Certificate of Designation" means the Certificate of Designation, setting forth, among other documents relating matters, the rights, preferences and privileges of the New Preferred and Conversion Preferred, in the form of Exhibit D attached to the Guaranteed Obligations, the obligations of the Company under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief LawsPurchase Agreement.

Guaranty. The Company hereby guarantees In order to induce the Lenders to extend credit to the Administrative AgentCompany and in order to induce the Swap Counterparties to enter into the Lender Swap Contracts, each Issuing Lender the Guarantor hereby absolutely and each Lender as hereinafter providedunconditionally guarantees, as primary obligor a guaranty of payment and performance and not merely as suretya guaranty of collection, the prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of all Indebtedness of the Foreign Borrowers hereunder to the Administrative Agent, each Issuing Lender and each of the Lenders in any form, including any and all credit extended existing and future Obligations of any Designated Borrower to the Beneficiaries and any other and all existing and future obligations owing by the Foreign Borrowers to the Issuing Lenders of any Designated Borrower under Lender Swap Contracts, in each case, now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, whether due or not due, and the Lenders however arising under or in connection with the Loans and Letters of Credit at any time outstanding during the term of this Agreement, plus interestthis Guaranty, feesthe other Loan Documents (including those arising under successive borrowing transactions under the Credit Agreement and all renewals, reimbursement obligationsextensions and modifications thereof and all costs, indemnity obligations attorneys’ fees and other amounts owed expenses incurred by the Foreign Borrowers Beneficiaries in connection with the collection or enforcement thereof payable in accordance with, and to the Administrative Agentextent provided in Section 10.04 of the Credit Agreement) and any Lender Swap Contract and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Guarantor or any Designated Borrower under any Debtor Relief Law, and including interest that accrues after the Issuing Lenders and the Lenders hereunder commencement by or against any Designated Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Guarantied Obligations”) ). In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees that the Guarantor’s payment of a portion, but not all, of the Guarantied Obligations shall in full when due (whether at stated maturityno way limit, as a mandatory prepaymentaffect, by acceleration, as a mandatory cash collateralization modify or otherwise) strictly in accordance with abridge the terms thereofGuarantor’s liability for any portion of the Guarantied Obligations that has not been paid. The Company hereby further agrees that if any books and records of each Beneficiary showing the amount of the Guaranteed Guarantied Obligations are not paid shall be admissible in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization evidence in any action or otherwise), the Company will promptly pay the same, without any demand or notice whatsoeverproceeding, and that in shall be binding upon the case 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 extension of time of payment collateral therefor, or renewal of by any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization fact or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or the other documents circumstance relating to the Guaranteed Obligations, Guarantied Obligations which might otherwise constitute a defense to the obligations of the Company Guarantor under this Agreement Guaranty, and the other Loan Documents shall not exceed an aggregate amount equal Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsforegoing.

Guaranty. The Company Each Subsidiary Guarantor with all other Subsidiary GuarantorS, hereby guarantees to the Administrative Agentabsolutely, each Issuing Lender unconditionally and each Lender as hereinafter providedirrevocably guarantees, jointly and severally, as a primary obligor and not merely as a surety, to each Holder and its successors and assigns, the prompt full and punctual payment of all Indebtedness and performance when due, whether at stated maturity, by acceleration or otherwise, of the Foreign Borrowers hereunder 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 Administrative AgentCompany) the Notes and all other amounts under the Note Purchase Agreement and all other obligations, each Issuing Lender agreements and each covenants of the Lenders in Company now or hereafter 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 formproceeding against or with respect to the Company under any chapter of the Bankruptcy Code), indemnification payments, expenses (including any reasonable attorneys’ fees and expenses) or otherwise, and all credit extended reasonable costs and expenses, if any, incurred by any other obligations owing by the Foreign Borrowers to the Issuing Lenders and the Lenders Holder in connection with the Loans and Letters of Credit at enforcing any time outstanding during the term of rights under this Agreement, plus interest, fees, reimbursement obligations, indemnity Guaranty (all such obligations and other amounts owed by the Foreign Borrowers to the Administrative Agent, the Issuing Lenders and the Lenders hereunder (collectively, 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 Note Purchase Agreement to the contrary, the maximum liability of each Subsidiary Guarantor hereunder and under the Note Purchase Agreement shall in 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 recipient of such payment, if so required by a final non-appealable order of a court of competent jurisdiction, shall then be liable for the refund of any excess amounts. If any such rebate or refund is ever required, all other Subsidiary Guarantors (and the Company) shall be fully liable for the repayment thereof to the maximum extent allowed by applicable law. This Guaranty is an absolute, unconditional, present and continuing guaranty of payment and not of collectibility and is in full when due (whether at stated maturityno way conditioned upon any attempt to collect from the Company or any other action, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization occurrence or otherwise) strictly in accordance with the terms thereofcircumstance whatsoever. The Company hereby further Each Subsidiary Guarantor agrees that if any of the Guaranteed Obligations are not paid in full when due (whether may at stated maturityany time and from to time exceed the Maximum Guaranteed Amount of such Subsidiary Guarantor without impairing this Guaranty or affecting the rights and remedies of the Holders hereunder. Notwithstanding any stay, as a mandatory prepaymentinjunction or other prohibition preventing such action against the Company, by acceleration, as a mandatory cash collateralization or otherwise), if for any reason whatsoever the Company will promptly pay the sameshall fail or be unable duly, without any demand or notice whatsoever, punctually and that fully to perform and (in the case of any extension the payment of time of payment or renewal of any 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 same 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 promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision amounts to the contrary contained herein or Holders, in any other lawful money of the Loan Documents United States of America, at the place specified in the Note Purchase Agreement, or perform or comply with such Guaranteed Obligations or cause such Guaranteed Obligations to be performed or complied with, (in the other documents relating case of the payment of Guaranteed Obligations) together with interest (in the amounts and to the Guaranteed Obligations, the obligations of the Company extent required under this Agreement such Notes) on any amount due and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under applicable Debtor Relief Lawsowing.